THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This document: (i) has been drawn up as part of a simplified prospectus in accordance with item 7 of the Prospectus Rules: Admission to Trading on a Regulated Market of the Financial Conduct Authority of the United Kingdom (the "FCA") made under section 73A of FSMA (the "PRM"), relating to Videndum plc (the "Company" or "Videndum") and prepared in accordance with the PRM; and (ii) comprises a circular prepared in accordance with the UK Listing Rules of the FCA made under section 73A of FSMA. This document has been approved by the FCA. The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in the PRM and such approval should not be considered as an endorsement of the issuer that is the subject of this document or of the quality of the New Ordinary Shares that are the subject matter of this document. Investors should make their own assessment as to the suitability of investing in the New Ordinary Shares.

If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares before 8:00 a.m. on 10 March 2026, being the date upon which the Existing Ordinary Shares will be marked "ex" the entitlement to the Open Offer, please forward this document together with the accompanying Form of Proxy and, if relevant, Application Form, if and when received, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer is/was effected for delivery to the purchaser or the transferee. However, the distribution of this document, the Application Forms and/or any related documents and/or the transfer of the Open Offer Entitlements through CREST into jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, this document, the enclosures and any other such documents should not be distributed, forwarded to or transmitted in, into or within the United States, Australia, Canada, Switzerland, South Korea, Israel, Singapore, South Africa and Japan and any other jurisdiction where the extension or availability of the Open Offer (and any other transaction contemplated thereby) would breach any applicable law or regulation (the "Excluded Territories"). In such circumstances, if you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares, you should retain any such documents received. The offer to the public of the Open Offer Shares is conditional on such shares being admitted to trading on a regulated market.

The directors of the Company, whose names appear on page 62 of this document (the "Directors"), and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

Videndum

VIDENDUM PLC

(incorporated in England and Wales under the Companies Act 2006 with registered number 00227691)

Firm Placing of 30,186,315 New Ordinary Shares at 270 pence per New Ordinary Share

Placing and Open Offer of 1,295,167 New Ordinary Shares at 270 pence per New Ordinary Share

Debt for Equity Conversion in respect of 8,123,457 New Ordinary Shares

Capital Reorganisation of 1 Consolidated Share of 1 pence nominal value for every 200 Existing Ordinary Shares of 20 pence nominal value

Notice of General Meeting

Lazard
Financial Adviser
Investec
Sponsor, Global Co-ordinator
and Bookrunner

The Existing Ordinary Shares have been admitted to the equity shares (commercial companies) category of the official list maintained by the FCA pursuant to FSMA (the "Official List") and to trading on the main market for listed securities of the London Stock Exchange. The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List and an application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective, and dealings in the New Ordinary Shares on the London Stock Exchange's main market for listed securities will commence, at 8:00 a.m. on 30 March 2026.

You should read the whole of this document, including the information incorporated by reference into this document and any accompanying document. Your attention is drawn to the letter from the Chair of Videndum, which is set out in Part V (Letter from the Chair of Videndum plc) and which contains a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Your attention is also drawn to the Risk Factors set out on pages 20 to 53 of this document and which include a discussion of certain risks and uncertainties that should be taken into account when considering the matters referred to in this document.

A Notice of a General Meeting of the Company, to be held at 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS is set out at the end of this document. You are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Company's registrar, Equiniti Limited, by not later than 10:30 a.m. on 25 March 2026 (or, in the event of any adjournment, so as to arrive no later than 48 hours, excluding non-working days, before the time fixed for the holding of the adjourned meeting). Alternatively, a proxy may be appointed electronically at www.shareview.co.uk by the same time and date. If you have not already registered for a Shareview Portfolio you will need your Shareholder Reference Number which can be found on your Form of Proxy. You are encouraged to appoint the chair of the General Meeting as your proxy for the General Meeting. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 10:30 a.m. on 25 March 2026 (or, in the event of any adjournment, so as to arrive no later than 48 hours, excluding non-working days, before the time fixed for the holding of the adjourned meeting).

The latest time and date for acceptance and payment in full under the Open Offer is expected to be 11:00 a.m. on 26 March 2026. The procedures for delivery, acceptance and payment are set out in Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and, where relevant, in the Application Form. Qualifying CREST Shareholders (who will not receive an Application Form) will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements which is expected to be enabled for settlement on 11 March 2026.

Applications under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or transfer of Ordinary Shares prior to the date on which the Ordinary Shares were marked "ex" the entitlement by the London Stock Exchange. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer. The Application Form is personal to Qualifying Shareholders and cannot be transferred, sold, or assigned except to satisfy bona fide market claims. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer. No statement in this document or incorporated by reference into this document is intended as a profit forecast or profit estimate for any period and no statement in this document or incorporated by reference into this document should be interpreted to mean that the earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.

Investors should only rely on the information contained in this document and contained in any documents incorporated into this document by reference. No person has been authorised to give any information or make any representations other than those contained in this document and any document incorporated by reference and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Company's Board, Lazard or Investec.

The release, publication or distribution of this document in jurisdictions other than the UK may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction. This document has been prepared to comply with requirements of English law, the UK Listing Rules, the Public Offers and Admissions to Trading Regulations 2024 (the "POATR") and the Rules of the London Stock Exchange and information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside England and Wales.

Lazard & Co., Limited ("Lazard" or the "Financial Adviser"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Videndum and no one else in connection with the Refinancing and will not be responsible to anyone other than Videndum for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Refinancing or any other matters referred to in this document. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this document, any statement contained herein or otherwise.

Investec Bank plc ("Investec", the "Sponsor", the "Global Co-ordinator" and/or the "Bookrunner") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA. Investec is acting exclusively for Videndum and for no one else in connection with the Capital Raising and will not regard any other person as a client in relation to the Capital Raising and neither Investec nor any of its affiliates, subsidiaries or branches will be responsible to anyone other than Videndum for providing the protections afforded to its clients or clients of its affiliates, nor for providing advice in connection with the Capital Raising or any other matter, transaction or arrangement referred to in this document.

Lazard and Investec have given and not withdrawn their consent to the inclusion of the reference to their respective names in this document in the form and context in which they are included. Apart from the responsibilities and liabilities, if any, which may be imposed on each of Investec and Lazard by FSMA or the regulatory regime established thereunder, neither Lazard nor Investec nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person for the contents of this document, including its accuracy, correctness or for any other statement made or purported to be made by it, or on its behalf in connection with Videndum, the Refinancing and any other matters referred to in this document and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed under FSMA, Lazard, Investec, their respective subsidiaries, branches and affiliates accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this document or any other statement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard or Investec by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Lazard nor Investec, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to contents of this document, including its accuracy, completeness or verification, or regarding the legality of any investment in the Capital Raising Shares by any person under the laws applicable to such person, or for any other statement made or purported to be made by the Company or on the Company's behalf, in connection with Videndum, the Capital Raising Shares, the Refinancing or Admission, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past, present or future. To the fullest extent permitted by law, Lazard, Investec and their respective affiliates, subsidiaries and branches, and their respective directors, officers, employees and advisers, accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise) which they might otherwise have in respect of this document or any such statement.

In connection with the Capital Raising, Investec and its affiliates may, in accordance with applicable legal and regulatory provisions and subject to certain restrictions in the Placing Agreement, purchase, sell, offer to sell or otherwise deal for their own account in the securities of the Company and related or other securities and instruments (including the Capital Raising Shares) and may offer or sell such securities other than in connection with the Capital Raising. Accordingly, references in this document to Capital Raising Shares being offered should be read as including any offering of Capital Raising Shares to Investec or any of its affiliates, subsidiaries or branches acting in such capacity. In addition, in the event that Investec subscribes for Capital Raising Shares which are not taken up by Qualifying Shareholders or Placees, Investec may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, Investec does not propose to make any public disclosure in relation to such transactions.

NOTICE TO OVERSEAS SHAREHOLDERS

This document does not constitute an offer of, or a solicitation to subscribe for or purchase, any securities in any jurisdiction in which such offer or solicitation is unlawful or to any person to whom it is unlawful to make such offer or solicitation. The Application Form and the Capital Raising Shares have not been, and will not be, registered or qualified for distribution to the public under the relevant laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into any Excluded Territory, except pursuant to an applicable exemption. Videndum and Investec do not make any representation to any offeree, subscriber or acquirer of the Capital Raising Shares regarding the legality of an investment in the Capital Raising Shares by such offeree, subscriber or acquirer under the laws applicable to such offeree, subscriber or acquirer. Each investor should consult their own advisers as to the legal, tax, business, financial and related aspects of an investment in the Capital Raising Shares.

EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, NEITHER THE APPLICATION FORM NOR THIS DOCUMENT CONSTITUTES AN OFFER OF CAPITAL RAISING SHARES TO ANY PERSON WITH A REGISTERED ADDRESS, OR WHO IS LOCATED OR RESIDENT IN ANY EXCLUDED TERRITORY.

NOTICE TO US SHAREHOLDERS

The Capital Raising Shares and the Open Offer Entitlements have not been, and will not be, registered under the US Securities Act, or under any securities laws of any state or other jurisdiction of the United States and may not be, at any time, offered, sold, taken up, pledged, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States, as defined in Regulation S under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws in any state or other jurisdiction of the United States. There will be no public offer of Capital Raising Shares or Open Offer Entitlements in the United States. The Capital Raising Shares, the Open Offer Entitlements, this document and the Application Form have not been recommended, approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon the adequacy or accuracy of this document or the Application Form. Any representation to the contrary is a criminal offence in the United States.

The Capital Raising Shares and Open Offer Entitlements are only being offered and sold (a) outside the United States in reliance on Regulation S and (b) subject to certain limited exceptions in the United States solely by the Company and exclusively to certain qualified institutional buyers as defined in Rule 144A of the US Securities Act ("QIBs"), in reliance on the exemption from registration provided for private placements by section 4(a)(2) of the US Securities Act or pursuant to another applicable exemption.

Subject to certain limited exceptions, in reliance on the exemption from registration provided for private placements by section 4(a)(2) of the US Securities Act or pursuant to another applicable exemption, every acquirer of Capital Raising Shares in the United States will be required to represent, warrant and agree that they are a QIB, and to execute a statement addressed to the Company, in accordance with the form available from the Company.

Any person in the United States who obtains a copy of this document or an Application Form and who is not a Permitted US Shareholder is required to disregard them. Permitted US Shareholders that satisfy the Company as to their status may exercise the Open Offer Entitlements by delivering a properly completed Application Form to the Company in accordance with the procedures set by the Company. Permitted US Shareholders must also complete, execute and return to the Company an Investor Representation Letter as described in Section 8.4 of Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and Permitted US Shareholders may be required to make certain certifications in the Application Form for the Open Offer Entitlements.

Until 40 days after the commencement of the Capital Raising, an offer, sale or transfer of the Capital Raising Shares within the United States by a dealer (whether or not participating in the Capital Raising) may violate the registration requirements of the US Securities Act.

Any person in the United States who obtains a copy of this document and/or the Application Form and who is not a Permitted US Shareholder is required to disregard it.

NOTICE TO CANADIAN INVESTORS

The New Ordinary Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the New Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), Investec is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

NOTICE TO ALL INVESTORS

Any reproduction or distribution of this document or the Application Form, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering an investment in the Capital Raising Shares and/or the Open Offer Entitlements through CREST or otherwise is prohibited. By accepting delivery of this document, each offeree of the Capital Raising Shares agrees to the foregoing. The distribution of this document and/or the Application Form and/or the transfer of the Capital Raising Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain limited exceptions, such documents should not be distributed, forwarded to or transmitted in or into any of the Excluded Territories. The Capital Raising Shares are not transferable, except in accordance with, and the distribution of the Application Form and this document are subject to, the restrictions set out in Section 7 (Overseas Shareholders) of Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising). No action has been taken by the Company or by Investec that would permit an offer of the Capital Raising Shares or rights thereto or possession or distribution of the Application Form or this document or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult their own legal, financial or tax adviser for legal, financial or tax advice. In making an investment decision, each investor must carry out their own examination, analysis and enquiry of the Company and the terms of the Refinancing, including the merits and risks involved.

None of Videndum, Lazard or Investec, nor any of their respective affiliates, directors, officers, employees or advisers, is making any representation to any offeree, subscriber or acquirer of the Capital Raising Shares regarding the legality of an investment in the Capital Raising Shares by such offeree, subscriber or acquirer under the law applicable to such offeree, subscriber or acquirer. Each investor should consult their own advisers as to the legal, tax, business, financial and related aspects of an investment in the Capital Raising Shares.

The investors also acknowledge that: (i) they have not relied on Lazard or Investec or any person affiliated with Lazard or Investec in connection with any investigation of the accuracy of any information contained in this document or their investment decision; (ii) they have relied only on the information contained in this document; and (iii) no person has been authorised to give any information or to make any

representation concerning the Company or its subsidiaries or the Capital Raising Shares or the Refinancing (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, Lazard or Investec.

NOTICE TO DISTRIBUTORS

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Capital Raising Shares have been subject to a product approval process, which has determined that the Capital Raising Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Capital Raising Shares may decline and investors could lose all or part of their investment; the Capital Raising Shares offer no guaranteed income and no capital protection; and an investment in the Capital Raising Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the offer of Capital Raising Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Capital Raising Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Capital Raising Shares and determining appropriate distribution channels.

Without limitation, the contents of the Group's websites (other than the information as set out in Part XIV (Documents Incorporated by Reference)) do not form part of this document.

Capitalised terms have the meanings ascribed to them in the section of this document entitled "Definitions".

The date of this document is 10 March 2026.

Contents	Page
SUMMARY	7
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	18
PART I RISK FACTORS	20
PART II IMPORTANT NOTICES	54
PART III REFINANCING STATISTICS	60
PART IV DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	62
PART V LETTER FROM THE CHAIR OF VIDENDUM PLC	64
PART VI QUESTIONS AND ANSWERS ABOUT THE REFINANCING	91
PART VII TERMS AND CONDITIONS OF THE CAPITAL RAISING	97
PART VIII BUSINESS AND MARKET OVERVIEW	127
PART IX HISTORICAL FINANCIAL INFORMATION	150
PART X CAPITALISATION AND INDEBTEDNESS	153
PART XI UNAUDITED PRO FORMA FINANCIAL INFORMATION	155
PART XII TAXATION	162
PART XIII ADDITIONAL INFORMATION	172
PART XIV DOCUMENTS INCORPORATED BY REFERENCE	193
DEFINITIONS	194
NOTICE OF GENERAL MEETING	209

SUMMARY

1. PRELIMINARY DISCLOSURE

This prospectus has been published in connection with the proposed admission to the equity shares (commercial companies) category of the Official List and to trading on the London Stock Exchange's main market for listed securities of the New Ordinary Shares to be issued by the Company pursuant to the Capital Raising and the Debt for Equity Conversion. The Company intends to use £50 million in net proceeds from the Capital Raising to fund a partial repayment of the Existing RCF (with a further £15.8 million of the Existing RCF being written off and released by the Lenders, £23 million being written off and released pursuant to the Debt for Equity Conversion and the remaining amount of £45 million being restructured into the Senior Facility). The remaining net proceeds from the Capital Raising will be used to strengthen the Group's liquidity position and support the management of the go-forward capital position.

2. INTRODUCTION AND WARNINGS

2.1 Details of the issuer

The issuer is Videndum plc, a public limited company incorporated in England and Wales with registered number 00227691. The Company's registered office is at William Vinten Building, Easlea Road, Bury St Edmunds, England, IP32 7BY. Its telephone number is +44 (0)20 8332 4600 and the legal entity identifier of the Company is 2138007H5DQ4X8YOCF14.

2.2 Details of the securities

The Consolidated Shares and, on Admission, the New Ordinary Shares will be registered with an ISIN of GB00BWGBNB23 and a SEDOL of BWGBNB2. The ISIN for the Open Offer Entitlements will be GB00BWGBN909 and the SEDOL will be BWGBN90. The New Ordinary Shares will be traded on the main market for listed securities of the London Stock Exchange under the ticker symbol "VID".

2.3 Details of the FCA

The head office of the FCA is at 12 Endeavour Square, London, E20 1JN. The telephone number of the FCA is +44 (0)20 7066 1000. This document was approved by the FCA on 10 March 2026.

2.4 Warnings

This summary has been prepared in accordance with item 2.5 of the PRM and should be read as an introduction to this document.

Any decision to invest in the New Ordinary Shares should be based on a consideration of this document as a whole by the investor. Any investor could lose all or part of their invested capital. Civil liability attaches only to those persons who have tabled the summary, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document, or where it does not provide, when read together with the other parts of this document, key information in order to aid in considering whether to invest in the New Ordinary Shares.

3. KEY INFORMATION ON THE ISSUER

3.1 Who is the issuer of the securities?

The Company is a public limited company, incorporated and domiciled in England and Wales with registered number 00227691 and with its registered office in England. The principal legislation under which the Company operates is the Companies Act and the legal entity identifier of the Company is 2138007H5DQ4X8YOCF14.

(A) Principal activity

Videndum is a leading global provider of premium branded hardware products and software solutions to the content-creation market. Videndum's customers include: professional photographers/videographers; TV broadcasters, production companies and location crews; film/production companies; and live-streaming enterprises. Videndum's product portfolio includes camera supports (tripods and heads), video transmission systems and monitors, live-streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, carrying solutions, backgrounds, audio capture, noise reduction equipment and camera accessories. The Group had revenue of £115.4 million and Net Debt of £137.7 million from continuing operations for the half year ended 30 June 2025. As at 31 December 2025, the Group employs approximately 1,250 people across the world in 9 different countries. Videndum is admitted to trading on the main market of the London Stock Exchange, ticker: "VID".

(B) Major Shareholders

As at the Latest Practicable Date, the Company had been notified in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules of the following interests in its Existing Ordinary Shares:

Name of Shareholder	Percentage of total voting rights
Alantra EQMC Asset Management	23.98%
Aberforth Partners(1)	12.43%
Royal London Asset Management	6.97%
M&G Investments	6.14%
Harwood Capital	5.31%
Artemis Investment Management	3.92%
Hargreaves Lansdown Asset Management	3.81%
BGF Investments	3.11%

(1) Aberforth Partners has a beneficial interest in respect of a further 8.21% of the Existing Ordinary Shares (as at the Latest Practicable Date), the voting rights in respect of which are controlled by The Wellcome Trust.

(C) Key managing directors

The executive directors are Stephen Harris (Chairman) and Brian Morgan (Chief Financial Officer).

(D) Statutory auditor

PricewaterhouseCoopers LLP is the statutory auditor of the Company and is registered to carry out audit work by the Institute of Chartered Accountants in England and Wales. Its business address is 1 Embankment Place, London, WC2N 6RH.

3.2 What is the key financial information regarding the issuer?

(A) Selected historical key financial information

The tables below set out selected key financial information for the Group for the financial years ended 31 December 2023 (restated), 31 December 2024 (audited), the six months ended 30 June 2024 (restated) and the six months ended 30 June 2025 (unreviewed and unaudited).

The financial information relating to the income statement, balance sheet and cash flow statements for the years ended 31 December 2023 and 31 December 2024 has been audited and has been extracted from the audited consolidated financial statements for the Group for the financial year ended 31 December 2024. The financial information relating to the income statement, balance sheet and cash flow statements for the six months ended 30 June 2024 and 30 June 2025, and the financial information for the six months ended 30 June 2025 presented throughout this prospectus, is unaudited and has been extracted from the 2025 Half Year Results, which have not been reviewed or audited by Videndum's independent auditors.

The independent auditor's report for the financial year ended 31 December 2024 was unqualified with material uncertainty related to going concern. In preparing the 2025 Half Year Results, the Board determined that such material uncertainty remained. These statements of material uncertainty related to going concern will in each case be addressed by completion of the Refinancing, which is subject to the passing of the Refinancing Resolutions. Accordingly, such statements of material uncertainty are consistent with and do not modify, qualify or contradict the working capital statement set out in Part V (Letter from the Chair of Videndum plc) of this prospectus.

The Full Year 2025 Results are currently expected to be published on or around 31 March 2026. While the Full Year 2025 Results and the audit thereof have not been finalised, the Directors expect that, notwithstanding completion of the Refinancing, they (and the Group's auditors, in their corresponding audit opinion) will include a statement of material uncertainty related to going concern in the Full Year 2025 Results, which may cast significant doubt over the Group's ability to continue as a going concern. This statement of material uncertainty will relate to the period which is more than 18 months after the date on which the Full Year 2025 Results are published, and will therefore relate to the period which is more than 18 months after the date of this prospectus. Accordingly, it will relate to the period which is after the 12-month going concern assessment period in respect of the Full Year 2025 Results and after the 12-month working capital assessment period in respect of this prospectus. In preparing and/or considering the Full Year 2025 Results, the Directors and the Group's auditors (as applicable) have had regard to paragraph 8.9 of The Financial Reporting Council's Guidance on the Going Concern Basis of Accounting and Related Reporting, issued on 25 February 2025, which states that "the auditor also must inquire about events or conditions beyond the period of the directors' assessment that may cast significant doubt on the company's ability to continue as a going concern. When such events or conditions are identified, the auditor requests the directors to evaluate their potential significance on the going concern assessment".

If the Refinancing successfully completes and the Group trades at the levels modelled in the stress test applied by the Directors and considered by the Group's auditors for the purposes of the going concern assessment in respect of the Full Year 2025 Results, the Group is forecast to have positive liquidity for at least 18 months. However, in this stress test scenario, it is possible that a sale, further restructuring or other fundamental re-organisation of the Group could be required to be implemented more than 18 months after the date of the Full Year 2025 Results, and more than 18 months after the date of this prospectus. The Directors expect the

statement of material uncertainty will be included in the Full Year 2025 Results because, in such circumstances, the Directors may need to consider such actions, and take certain preparatory steps in relation thereto, within the final months of the 18-month period following the date of the Full Year 2025 Results (albeit such actions would not be required to be implemented until more than 18 months after the date of the Full Year 2025 Results, and until more than 18 months after the date of this prospectus). There is no guarantee that the Group could carry out such actions if required at such time, nor that any such actions would be sufficient. The statement of material uncertainty expected to be included in the Full Year 2025 Results relates to the period which is beyond the 12-month going concern assessment period in respect of the Full Year 2025 Results and beyond the 12-month working capital assessment period in respect of this prospectus. Accordingly, such statement of material uncertainty will be consistent with and does not modify, qualify or contradict the working capital statement set out in Part V (Letter from the Chair of Videndum plc) of this prospectus.

The historical and other financial information presented in this document has been extracted from the Historical Financial Information incorporated by reference and as set out in Part XIV (Documents Incorporated by Reference).

Summary consolidated income statement data

£m	Six months ended 30 June 2025 (unreviewed and unaudited)	Six months ended 30 June 2024 (restated(1))	Year ended 31 December 2024 (audited)	Year ended 31 December 2023 (restated(2))
Continuing operations
Revenue	115.4	153.3	283.6	306.9
Cost of sales	(76.4)	(91.0)	(189.1)	(193.0)
Other Income	-	0.9	0.9	0.7
Gross profit	39.0	62.3	94.5	113.9
Operating expenses	(54.6)	(69.9)	(191.9)	(119.3)
Operating (loss)/profit	(15.6)	(6.7)	(96.5)	(4.7)
Comprising
- Adjusted operating (loss)/profit	(7.0)	11.0	(18.2)	13.3
- Adjusting items in operating loss	(8.6)	(17.7)	(78.3)	(18.0)
Finance Income	0.2	1.1	3.3	2.4
Finance Expense	(7.5)	(5.2)	(10.2)	(16.5)
Net finance expense	(7.3)	(4.1)	(6.9)	(14.1)
(Loss)/profit before tax	(22.9)	(10.8)	(103.4)	(18.8)
Comprising
- Adjusted (loss)/profit before tax	(14.3)	6.9	(25.0)	1.8
- Adjusting items in loss before tax	(8.6)	(17.7)	(78.4)	(20.6)
Taxation	(0.9)	0.6	(43.6)	6.7
(Loss)/profit for the period from continuing operations	(23.8)	(10.2)	(147.0)	(12.1)
(Loss)/profit for the period from discontinued operations	2.7	(2.6)	-	(66.0)
(Loss)/profit for the period attributable to owners of the parent	(21.1)	(12.8)	(147.0)	(78.1)

Summary consolidated balance sheet data

Summary consolidated cash flow statement data

£m	Six months ended 30 June 2025 (unreviewed and unaudited)	Six months ended 30 June 2024 (restated^{(1)})	Year ended 31 December 2024 (audited)	Year ended 31 December 2023 (restated^{(2)})
Cash (used in)/generated from operating activities	(7.1)	22.7	22.5	9.8
Interest paid	(10.0)	(4.9)	(10.3)	(15.4)
Taxation received/(paid)	4.4	1.3	0.5	(10.5)
Net cash from/(used in) operating activities	(12.7)	19.1	12.7	(16.1)
Net cash from/(used in) investing activities	(2.7)	(6.1)	(12.6)	(20.8)
Net cash inflow/(outflow) from financing activities	13.7	(0.5)	7.0	23.4
Increase/(decrease) in cash and cash equivalents	(1.7)	12.5	7.1	(13.5)
Cash and cash equivalents at 1 January	12.9	4.7	4.7	15.8
Effect of exchange rate fluctuations on cash held	0.2	(0.5)	1.1	2.4
Cash and cash equivalents at period end	11.4	16.7	12.9	4.7

(1) The historical financial information for the six months ended 30 June 2024 was restated in the 2025 Half Year Results. The data presented in the above tables for that period represents the restated data as presented in the 2025 Half Year Results.
(2) The historical financial information for the financial year ended 31 December 2023 was restated in the 2024 Annual Financial Statements. The data presented in the above tables for that period represents the restated data as presented in the 2024 Annual Financial Statements.

(B) The following table sets out the unaudited pro forma statement which has been prepared to show the effect of the Refinancing on the Group's net assets as at 30 June 2025 as if the Refinancing had been undertaken at that date.

Unaudited pro forma financial information

| | Group as at 30 June 2025^{(1)}
£ million | Adjustment for the Capital Raising^{(2)}
£ million | Adjustment for the Debt Repayment and Restructuring^{(3)}
£ million | Pro forma net assets of the Group^{(4)}
£ million |
| --- | --- | --- | --- | --- |
| Total non-current assets | 142.3 | 0.0 | 0.0 | 142.3 |
| Total current assets | 171.5 | 78.9 | (46.3) | 204.1 |
| Total assets | 313.8 | 78.9 | (46.3) | 346.4 |
| Total current liabilities | 106.6 | 0.0 | 0.0 | 106.6 |
| Total non-current liabilities | 146.4 | 0.0 | (85.1) | 61.3 |
| Total liabilities | 253.0 | 0.0 | (85.1) | 167.9 |
| Net assets | 60.8 | 78.9 | 38.8 | 178.5 |

(1) The financial information relating to the Group as at 30 June 2025 has been extracted without material adjustment from the unaudited and unreviewed consolidated financial statements as of and for the six months ended 30 June 2025, incorporated by reference into this document as detailed in Part XIV (Documents Incorporated by Reference).

(2) The adjustment to 'cash and cash equivalents' represents the receipt of the net proceeds of the Capital Raising by the Company. Gross proceeds of the Capital Raising are £85 million and are shown net of transaction costs of £6.1 million which are offset against equity and directly attributable to the Capital Raising. Remaining transaction costs of £9.3 million relate to the Debt Repayment and Restructuring and are shown in Note 3 to this unaudited pro forma statement.

(3) This adjustment reflects the net impact of the Debt Repayment and Restructuring, comprising the conversion of £23 million of the Existing RCF into New Ordinary Shares, the write-off of £15.8 million of the Existing RCF by the Lenders, the drawdown of the £45 million Senior Facility, the repayment of the remaining £82 million of the Existing RCF and the payment of fees relating to the Debt Repayment and Restructuring of £9.3 million.

(4) In preparing the unaudited pro forma statement of net assets no account has been taken of the trading or transactions of the Group since 30 June 2025.

(C) Other than as set out below, there has been no significant change in the financial position or financial performance of the Group in the period since 30 June 2025, being the date to which the latest financial information of the Group was published.

As part of the ongoing preparation of the Full Year 2025 Results, the Directors have identified the need to impair certain tangible and intangible assets of the Group. The Directors expect that these impairments will result in a write-down of between approximately £25 million and approximately £35 million to the carrying value of such assets on the consolidated balance sheet of the Group as at 31 December 2025, and recognition of corresponding charges in the Group's consolidated statement of profit or loss for the financial year ended 31 December 2025. Such impairments will not have any impact on the cash or cash equivalents held by the Group as at 31 December 2025. As the audit of the Full Year 2025 Results is ongoing and the Directors are yet to fully complete and quantify their impairment assessment in respect of the Full Year 2025 Results, the exact quantum of these impairments is yet to be finalised.

3.3 What are the key risks that are specific to the issuer?

The Group has significant borrowings and debt service obligations and has breached the covenants in those arrangements on a number of occasions, requiring waivers or deferrals of covenants from its Lenders. If any of the Refinancing Resolutions is not passed and the Refinancing does not proceed, the Lenders under the Group's Existing RCF may take enforcement action and take ownership of the Group.

The Group will still have significant borrowings and debt service obligations following the Refinancing and could face liquidity constraints more than 18 months after the date of this prospectus, which could adversely affect the Group's business, financial condition, results of operations and prospects.

The performance of the Group's business is directly linked to general economic conditions and global geopolitical conditions, and market recovery and the Group's rate of recovery is not yet known or may be slower than anticipated, which may adversely affect the Group's business, financial condition, results of operations and prospects.

The Group is dependent on its key suppliers and the loss of key suppliers or a disruption to the Group's external supply chains operated by its key suppliers could affect the Group's ability to source raw materials and key components and meet the demands of customers.

The Group is dependent on its key distribution channels and channel partners and the loss of, or reduction in demand from, such key distribution channels and channel partners for Videndum's products could materially affect the Group's business

The Group is dependent on information technology and may be subject to information technology systems failures, network disruptions and breaches of cyber security, each of which could have material adverse effects on the Group's business, financial condition, results of operations and prospects.

A catastrophic incident at one of the Group's main facilities could result in a material interruption to production, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

If the Group is not able to continue to develop innovative new products or fails to understand customer preferences and/or fails to adapt to technological change, including artificial intelligence (AI), its customers may turn to other producers in order to meet their evolving requirements, which may adversely affect the Group's business, financial condition, results of operations and prospects.

Corporate strategic or restructuring projects and cost saving actions may not be successful or may take longer and be more expensive than anticipated, which could have a material adverse effect on the business, results of operations and financial condition of the Group.

The Group is subject to risks associated with the disposal and separation of non-core businesses from those retained by the Group, which may have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

The performance of the Group's business could be impacted by rapid changes in the content-creation industry, which may materially adversely affect its business, financial condition and results of operations.

4. KEY INFORMATION ON THE SECURITIES

4.1 What are the main features of the securities?

(A) Type and class of the securities

The New Ordinary Shares will be fully paid ordinary shares with a nominal value of 1 pence each in the capital of the Company traded on the main market for listed securities of the London Stock Exchange under the ticker symbol "VID".

(B) Currency of the securities

The New Ordinary Shares are, and on Admission will be, denominated in pounds sterling.

As at the Latest Practicable Date, Videndum's issued share capital was 103,613,404 Ordinary Shares in issue of 20 pence each and there are no shares held in treasury. Therefore, the total number of shares with voting rights in Videndum is 103,613,404 Ordinary Shares of 20 pence, each share carrying one vote.

Following the Capital Reorganisation, the Company will have 518,068 Ordinary Shares in issue of 1 pence each. Taking into account the Capital Reorganisation, the Company will issue in aggregate 31,481,482 New Ordinary Shares pursuant to the Capital Raising, of which

30,186,315 New Ordinary Shares are proposed to be issued under the Firm Placing and 1,295,167 New Ordinary Shares are proposed to be issued under the Placing and Open Offer, in each case at 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). The Company will also issue 8,123,457 New Ordinary Shares in aggregate pursuant to the Debt for Equity Conversion at the same issue price. For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising and the Debt for Equity Conversion will be Consolidated Shares. Following the Refinancing, the Company will therefore have 40,123,007 Ordinary Shares in issue.

(D) Rights attaching to the securities

All New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions made, paid or declared after the date of issue of the New Ordinary Shares. On a show of hands at general meetings of the Company, every Shareholder who is present in person and every person holding a valid proxy shall have one vote and on a poll every Shareholder present in person or by proxy shall have one vote per New Ordinary Share.

(E) Description of restrictions on free transferability of the securities

The New Ordinary Shares are freely transferable and there are no restrictions on transfer of the New Ordinary Shares in the United Kingdom.

(F) Rank of securities in the Company's capital structure in the event of insolvency

The New Ordinary Shares do not carry any rights to participate in a distribution of capital (including on a winding-up) other than those that exist as a matter of law. The New Ordinary Shares and the Consolidated Shares will rank pari passu in all respects. There are no other securities of the Company in issue as at the Latest Practicable Date other than Ordinary Shares referred to in paragraph (C) above.

(G) Dividend policy

The terms of the Group's Existing RCF currently prohibit the Board from declaring a dividend and the terms of the New Debt Facilities restrict dividends being declared by the Board where the ratio of consolidated net borrowings to EBITDA exceeds 3.0x and, in relation to the Senior Facility, where any amount is outstanding under Tranche B (as defined in Section 10.2 of Part XIII (Additional Information)). The Company recognises the importance of dividends to the Group's shareholders and intends to resume payment of a progressive and sustainable dividend when permitted and appropriate to do so.

4.2 Where will the securities be traded?

The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List and an application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. No application has been made or is currently intended to be made for New Ordinary Shares to be admitted to listing or trading on any other exchange. It is expected that Admission of the New Ordinary Shares will become effective, and dealings in the

New Ordinary Shares on the London Stock Exchange's main market for listed securities will commence, at 8:00 a.m. on 30 March 2026.

4.3 What are the key risks that are specific to the securities?

Most Shareholders will experience dilution in their ownership of the Company as a result of the Capital Raising and the Debt for Equity Conversion.

The market price of the New Ordinary Shares could be subject to volatility.

The market price for the New Ordinary Shares may decline below the Offer Price and Shareholders may not be able to sell New Ordinary Shares at a favourable price after the Refinancing.

The Company's ability to pay dividends to Shareholders is currently restricted and the making of any such payments in the future is not guaranteed.

5. KEY INFORMATION ON THE ADMISSION TO TRADING/PROPOSED ADMISSION TO TRADING ON A REGULATED MARKET

5.1 Under which conditions and timetable can I invest in this security?

Capital Reorganisation: At 8:00 a.m. on 30 March 2026, the Capital Reorganisation will become effective, under which:

each Existing Ordinary Share of 20 pence nominal value will be sub-divided and converted into 1 intermediate share ("Intermediate Share") of 0.005 pence nominal value and 1 deferred share of 19.995 pence nominal value ("Deferred Share"); and
immediately thereafter, every 200 Intermediate Shares of 0.005 pence nominal value will be consolidated into 1 Consolidated Share of 1 pence nominal value.

Firm Placing: The Company is seeking to raise approximately £81.5 million (gross) through the Firm Placing of 30,186,315 Capital Raising Shares at the Offer Price to the Firm Places. The Firm Placing is not subject to clawback. The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.

Open Offer: The Company is seeking to raise approximately £3.5 million (gross) through the Placing and Open Offer of 1,295,167 Capital Raising Shares at the Offer Price. Subject to the fulfilment of the conditions below, Qualifying Shareholders are being given the opportunity to subscribe for Capital Raising Shares pro rata to their existing shareholdings on the basis of 5 New Ordinary Shares for every 400 Existing Ordinary Shares held by them and registered in their names at the Open Offer Record Date. This is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares (subject to rounding for fractions) held by Qualifying Shareholders following completion of the Capital Reorganisation. Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlements will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing.

Placing: Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Places pursuant to the Placing. The Capital Raising (and the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) is

conditional on each of the Refinancing Resolutions having been passed by Shareholders at the General Meeting, Admission becoming effective by not later than 8:00 a.m. on 30 March 2026 or such later time and/or date as the Company and Investec may agree and the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission. If any of the conditions are not satisfied or, if applicable, waived, then the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not take place.

Debt for Equity Conversion: The Company is seeking to extinguish £23 million of the Existing RCF through the Debt for Equity Conversion and will issue 8,123,457 New Ordinary Shares to Polus Capital in connection therewith. Existing Shareholders are not entitled to participate in the Debt for Equity Conversion.

For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising and the Debt for Equity Conversion will be Consolidated Shares.

The Capital Reorganisation is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. Taking into account the effect of the Capital Reorganisation, the Offer Price therefore represents a discount of 87% to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation.

If a Qualifying Shareholder who is not a Placee does not take up any of their Open Offer Entitlements, such Qualifying Shareholder's proportionate ownership and voting interests in the Company will be diluted by 98.7% as a result of the Capital Raising and the Debt for Equity Conversion (assuming no Ordinary Shares are issued due to the vesting or exercise of any awards under any of the Company's Share Plans between the Latest Practicable Date and the completion of the Refinancing).

As a result of the issue of the Firm Placing Shares and the Debt for Equity Shares, even if a Qualifying Shareholder who is not a Placee takes up their Open Offer Entitlements in full, such Qualifying Shareholder's proportionate ownership and voting interests in the Company will be diluted by 98.7% as a result of the Firm Placing and the Debt for Equity Conversion (assuming no Ordinary Shares are issued due to the vesting or exercise of any awards under any of the Company's Share Plans between the Latest Practicable Date and the completion of the Refinancing). The total estimated costs and expenses of the Capital Raising are £6.1 million (exclusive of VAT). Shareholders will not be charged expenses by the Company in respect of the Capital Raising.

5.2 Why is this prospectus being produced?

This document has been prepared in connection with the Refinancing to be undertaken by the Company. The Lenders have waived certain of the financial covenants and the requirement to deliver to the Lenders a deleveraging plan in respect of the Company in the Existing RCF on a periodic basis since October 2025 and have now agreed, pursuant to the Restructuring Implementation Deed, to further waivers of these matters which will lapse in circumstances where the Restructuring Implementation Deed is terminated in accordance with its terms (including if the Company announces that the Capital Raising will not proceed).

The principal purpose of the Refinancing is to fund a partial repayment of the Existing RCF (in connection with a further restructuring, write off and release and the Debt for Equity Conversion in respect of the remaining amount) and to prevent the Existing RCF becoming immediately due and payable upon the expiry of the aforementioned waivers, which the Company anticipates would give rise to an immediate liquidity shortfall of up to £131.7 million, and entitle the Lenders to enforce their security over shares in certain Group companies and other key assets of the Group.

Pursuant to the Capital Raising, the Company proposes to issue 31,481,482 New Ordinary Shares. The Company expects to raise gross proceeds of approximately £85 million through the Capital Raising. The aggregate expenses of, or incidental to, the Capital Raising to be borne by the Company are estimated to be approximately £6.1 million (excluding VAT). Accordingly, the net proceeds are expected to be approximately £78.9 million (after deduction of estimated commissions, fees, expenses and excluding VAT). Further, the Company proposes to issue 8,123,457 New Ordinary Shares pursuant to the Debt for Equity Conversion.

£50 million in net proceeds is intended to fund a partial repayment of the Existing RCF, with a further £15.8 million of the Existing RCF being written off and released by the Lenders and £23 million being written off and released pursuant to the Debt for Equity Conversion. The remaining amount of £45 million owed under the Existing RCF will be restructured into the Senior Facility of £45 million with the Lenders, and the Company will also enter into the Super Senior Facility of £15 million, underwritten by Polus Capital. This will result in a significant reduction in net debt of £111.7 million upon completion of the Refinancing. The remaining net proceeds from the Capital Raising and liquidity under the Super Senior Facility will be used to strengthen the Group's liquidity position and support the management of the go-forward capital position.

The overall effect is intended to prevent the Existing RCF becoming immediately due and payable upon the expiry of certain waivers granted by the Lenders, and the associated consequences described above, and also to establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy. The Company believes that this represents the optimal approach to improve liquidity, deleverage its balance sheet, address the Group's immediate challenges, and position the Company to capitalise on a recovery in end-market demand.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes to the timetable set out below.

Record Date for Open Offer Entitlements	6:00 p.m. on 6 March 2026
Announcement of the Refinancing	10 March 2026
Ex-Entitlements Date for the Open Offer	8:00 a.m. on 10 March 2026
Publication of this document	10 March 2026
Posting of this document, Application Forms (to Qualifying Non-CREST Shareholders only) and the Form of Proxy	10 March 2026
Open Offer Entitlements credited to stock accounts in CREST (Qualifying CREST Shareholders only)	as soon as practicable after 8:00 a.m. on 11 March 2026
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them to certificated form)	4:30 p.m. on 20 March 2026
Latest time for depositing Open Offer Entitlements into CREST (i.e. if your Open Offer Entitlements are represented by an Application Form and you wish to convert them to uncertificated form)	3:00 p.m. on 23 March 2026
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3:00 p.m. on 24 March 2026
Latest time and date for receipt of Forms of Proxy	10:30 a.m. on 25 March 2026
Latest time and date for receipt of completed Application Forms and payments in full and settlement of CREST instructions (as appropriate)	11:00 a.m. on 26 March 2026
General Meeting	10:30 a.m. on 27 March 2026
Announcement of the results of the Capital Raising and General Meeting	27 March 2026
Capital Reorganisation Record Date	6:00 p.m. on 27 March 2026
Capital Reorganisation Effective Date	8:00 a.m. on 30 March 2026
Admission and commencement of dealings of the Consolidated Shares and the New Ordinary Shares, fully paid, on the London Stock Exchange	8:00 a.m. on 30 March 2026
Consolidated Shares and New Ordinary Shares credited to stock accounts in CREST (Qualifying CREST Shareholders only)	as soon as practicable after 8:00 a.m. on 30 March 2026
Expected date for despatch of definitive share certificates for the Consolidated Shares and the New Ordinary Shares in certificated form	by no later than 13 April 2026

Notes:

The ability to participate in the Capital Raising is subject to certain restrictions relating to Overseas Shareholders, details of which are set out in Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).
These times and dates and those mentioned throughout this document are indicative only and may be adjusted by the Company, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.
References to times in this timetable are to London time, unless otherwise stated.

PART I

RISK FACTORS

Any investment in the New Ordinary Shares is subject to a number of risks and uncertainties. Accordingly, prior to any such investment in the New Ordinary Shares, prospective investors should carefully consider the risks and uncertainties associated with any such investment, the Group's business and the industry in which it operates, together with all other information contained in this document, including, in particular, the risk factors described below.

Prospective investors should note that the risks and uncertainties summarised in the section of this document headed "Summary" are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the New Ordinary Shares. However, as the risks and uncertainties which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks and uncertainties summarised in the section of this document headed "Summary" but also, among other things, the risks and uncertainties described below.

The following is not an exhaustive list or explanation of all risks which prospective investors may face when making an investment in the New Ordinary Shares. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Directors currently deem immaterial, may individually or cumulatively also have a material adverse effect on the Group's business, financial condition, results of operations and prospects and, if any such risk should materialise, the price of the New Ordinary Shares may decline and investors could lose all or part of their investment. Prospective investors should consider carefully whether an investment in the New Ordinary Shares is suitable for them in the light of the information in this document and their personal circumstances.

1. RISKS RELATING TO THE GROUP'S BUSINESS

1.1 The Group has significant borrowings and debt service obligations and has breached the covenants in those arrangements on a number of occasions, requiring waivers or deferrals of covenants from its lenders. If any of the Refinancing Resolutions is not passed and the Refinancing does not proceed, the Lenders under the Existing RCF may take enforcement action and take ownership of the Group

If Shareholders do not vote in favour of the Refinancing Resolutions, the Refinancing will not take place. The Lenders have waived certain of the financial covenants and the requirement to deliver to the Lenders a deleveraging plan in respect of the Company in the Existing RCF on a periodic basis since October 2025 and have now agreed, pursuant to the Restructuring Implementation Deed, to further waivers of these matters which will lapse in circumstances where the Restructuring Implementation Deed is terminated in accordance with its terms (including if the Company announces that the Capital Raising will not proceed). Subject to the Lender-led Alternative Transaction (as defined below), following the expiry of these waivers, there will be continuing events of default under the Existing RCF, entitling the Lenders to accelerate the Existing RCF whereby it would become immediately due and the outstanding amount of £131.7 million would become payable on the date of such acceleration, in the absence of a further waiver or deferral from the Lenders which becomes immediately effective on such date. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million. The Lenders would also have the right to take immediate steps to enforce their existing security over shares in certain Group companies and other key assets of the Group as a result of the failure of the Refinancing.

As part of the negotiations with the Lenders to agree the Debt Repayment and Restructuring and the Debt for Equity Conversion, the Company and the Lenders have agreed in principle that an alternative Lender-led enforcement transaction will be implemented if the Refinancing Resolutions are not passed at the General Meeting, and accordingly the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring do not proceed (the "Lender-led Alternative Transaction"). Given this agreement in principle, the Company considers that further waivers and deferrals from the Lenders would be very unlikely, other than any such waivers or deferrals which are required to implement the Lender-led Alternative Transaction. Under the terms of the Lender-led Alternative Transaction, if each of the Refinancing Resolutions is not passed at the General Meeting, it is expected that, to implement the agreed terms of the Lender-led Alternative Transaction, the Lenders would instruct the agent under the Existing RCF to serve notice accelerating the Existing RCF and enforce their existing security over shares in the Company's wholly-owned subsidiary, Videndum Group Limited ("Videndum Midco"), by the appointment of a receiver. This receiver would subsequently effect the sale of Videndum Midco to a new holding company which is wholly-owned by the Lenders ("LenderCo"), which will likely be for nominal consideration (based on an independent valuation of Videndum Midco), resulting in de minimis value remaining in the Company.

The Company expects, following engagement with the Lenders, that LenderCo would continue to run the Group's existing business as a going concern. In order to facilitate this, the Lenders have agreed in principle to restructure the Existing RCF and provide additional funding to Videndum Midco and its subsidiaries as part of the Lender-Led Alternative Transaction. Shareholders would not have any ability to participate in the Lender-led Alternative Transaction or receive any shares in LenderCo.

Given that Videndum Midco is the Company's only subsidiary and is the direct or indirect holding company of all the Company's operating subsidiaries, the Company would no longer be able to carry on the Group's business following the implementation of the Lender-led Alternative Transaction, and the Company would not have any material assets. It is expected that the Company would be wound-up following the implementation of the Lender-led Alternative Transaction. In order for the Company to be wound-up on a solvent basis, it is expected that funding will be needed from LenderCo and, therefore, whether or not the Company can be solvently wound-up will be dependent upon, among other things, the availability of such funding from the Lenders. However, even if the Company were to be wound-up on a solvent basis, the Company considers it is highly likely that the Lender-led Alternative Transaction would result in no or de minimis value being returned to Shareholders.

The Lender-led Alternative Transaction has been negotiated and prepared with the Lenders alongside the Refinancing and is intended to be implemented ("Enforcement Day") in accordance with an agreed set of terms if the Refinancing Resolutions are not passed at the General Meeting. If any of the Refinancing Resolutions is not passed, the Company expects that Enforcement Day would occur, and accordingly that the Lender-led Alternative Transaction would be implemented, on a date which is within approximately four weeks from the date of the General Meeting, reflecting a short gap between the date of the General Meeting and Enforcement Day for administrative purposes and for appropriate consultation with the trustee of the Group's pension scheme. However, there can be no certainty that Enforcement Day would not occur sooner.

While it is currently anticipated that the Lender-led Alternative Transaction would be implemented if Shareholders do not vote in favour of the Refinancing Resolutions at the General Meeting (which would be achieved by the Lenders instructing the agent under the Existing RCF to serve notice accelerating the Existing RCF and enforce their existing security over shares in Videndum Midco by appointing a receiver), should the Lenders choose not to implement the Lender-led Alternative Transaction or it was otherwise incapable of implementation, absent further waivers and deferrals under the Existing RCF from the Lenders (which the Company does not consider would be forthcoming), the Lenders would have the right to accelerate the Existing RCF, whereby it would become immediately due and the outstanding amount of £131.7 million would become payable with effect from the date of the General Meeting. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million and it would also give rise to the Lenders' right to enforce their existing security. In these circumstances the Company does not consider that it would have any alternative actions available to it to prevent it from entering into insolvency proceedings, and the Company would likely enter into insolvency proceedings shortly thereafter. While the implementation method of any such insolvency process is not known, the Company expects that it would lead to a break-up sale of the Group's assets, with assets being sold either by the insolvency practitioner or further to the Lenders enforcing their security. Given the value of the Group's assets relative to the amount outstanding under its Existing RCF and the security granted over such assets in favour of the Group's creditors, it is very unlikely that this would result in any value being returned to Shareholders.

In addition, given that the Lender-led Alternative Transaction has been agreed in principle with the Lenders as the alternative path forward if the Refinancing does not proceed, the Company expects that it will not be possible to negotiate any further waivers or deferrals under the Existing RCF or an alternative transaction if the Refinancing does not proceed.

Accordingly, the Company anticipates in any event that Shareholders are unlikely to receive any value if each of the Refinancing Resolutions is not passed and the Refinancing does not proceed, either as part of the Lender-led Alternative Transaction or as part of an insolvency process.

1.2 The Group will still have significant borrowings and debt service obligations following the Refinancing and could face liquidity constraints more than 18 months after the date of this prospectus, which could adversely affect the Group's business, financial condition, results of operations and prospects

Taking into account the net proceeds of the Capital Raising, the implementation of the Debt Repayment and Restructuring and the bank and other facilities available to the Group thereafter, the working capital available to the Group is sufficient for its present requirements (that is, for at least 12 months following the date of this document). However, while the Full Year 2025 Results and the audit thereof have not yet been finalised, the Directors expect that, notwithstanding completion of the Refinancing, they (and the Group's auditors, in their corresponding audit opinion) will include a statement of material uncertainty related to going concern in the Full Year 2025 Results when they are published on or around 31 March 2026, which may cast significant doubt over the Group's ability to continue as a going concern.

This statement of material uncertainty will relate to the period which is more than 18 months after the date on which the Full Year 2025 Results are published, and will therefore relate to the period which is more than 18 months after the date of this prospectus. Accordingly, it will relate

to the period which is after the 12-month going concern assessment period in respect of the Full Year 2025 Results and after the 12-month working capital assessment period in respect of this prospectus. In preparing and/or considering the Full Year 2025 Results, the Directors and the Group's auditors (as applicable) have had regard to paragraph 8.9 of The Financial Reporting Council's Guidance on the Going Concern Basis of Accounting and Related Reporting, issued on 25 February 2025, which states that "the auditor also must inquire about events or conditions beyond the period of the directors' assessment that may cast significant doubt on the company's ability to continue as a going concern. When such events or conditions are identified, the auditor requests the directors to evaluate their potential significance on the going concern assessment".

If the Refinancing successfully completes and the Group trades at the levels modelled in the stress test applied by the Directors and considered by the Group's auditors for the purposes of the going concern assessment in respect of the Full Year 2025 Results, the Group is forecast to have positive liquidity for at least 18 months after the date of this prospectus. However, there can be no certainty that the Group will not face liquidity constraints thereafter.

Notwithstanding the improved financial position of the Group assuming the successful completion of the Refinancing, the Group will continue to have significant borrowings and debt service obligations. In the stress test scenario, should liquidity constraints arise more than 18 months after the date of this prospectus, there can be no certainty that mitigating actions to alleviate any such liquidity constraints, such as a sale, further restructuring or other fundamental re-organisation of the Group, would not need to be implemented by the Group more than 18 months after the date of this prospectus. The Directors expect the statement of material uncertainty will be included in the Full Year 2025 Results because, in such circumstances, the Directors may need to consider such actions, and take certain preparatory steps in relation thereto, within the final months of the 18-month period following the date of the Full Year 2025 Results (albeit such actions would not be required to be implemented until more than 18 months after the date of the Full Year 2025 Results, and until more than 18 months after the date of this prospectus).

The statement of material uncertainty expected to be included in the Full Year 2025 Results relates to the period which is beyond the 12-month going concern assessment period in respect of the Full Year 2025 Results and beyond the 12-month working capital assessment period in respect of this prospectus. Accordingly, such statement of material uncertainty will be consistent with and does not modify, qualify or contradict the working capital statement.

However, there can also be no certainty, should liquidity constraints arise more than 18 months after the date of this prospectus, that the Group would be able to implement the aforementioned mitigating actions, nor, should any such mitigating actions be successfully implemented, that they would be sufficient to alleviate any such liquidity constraints. Should liquidity constraints arise more than 18 months after the date of this prospectus, they could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.3 The performance of the Group's business is directly linked to general economic conditions and global geopolitical conditions, and market recovery and the Group's rate

of recovery is not yet known or may be slower than anticipated, which may adversely affect the Group's business, financial condition, results of operations and prospects

The Group and the content-creation industry are subject to a number of general economic, macroeconomic and geopolitical factors which may have an adverse impact on the Group's business and levels of activity in the markets in which the Group operates. These factors are described in detail in Risk Factors “2.1 The performance of the Group's business is directly linked to general economic conditions, which may adversely affect the Group's business, financial condition, results of operations and prospects” and “2.2 The performance of the Group's business is directly linked to global geopolitical conditions, which may adversely affect the Group's business, financial condition, results of operations and prospects”. Several of these factors may have an impact on market conditions, and the industry is currently facing a number of external headwinds. For instance, ordering patterns, pricing and the pace of recovery have all been impacted by various factors such as episodic disruption from the wildfires experienced in Los Angeles in January 2025, the after-effects of the 2023 US Writers' and Actors' Strikes, tariffs implemented by the US government in 2025 and the increasing cost of living. Cine in 2025 has also been impacted by broader production cutbacks, and on-location shoot days were reported to be down 22.4% year-on-year in the first quarter of 2025. In the Photography/Videography and ICC segments, the broader cost of living squeeze and slow income growth through 2025 in the UK and other end-markets has dampened discretionary purchases since 2022.

While the Group expects the market to recover from these headwinds in the medium term and the content-creation market is forecast to return to growth during that time, the market recovery has been slower than expected to date. The ICC segment, which the Company expects to have represented approximately 49% (c. £109 million) of the Group's revenue during the financial year ended 31 December 2025, remains subdued, impacted by macroeconomic factors including high interest rates, inflation and weak consumer confidence. Recovery across other key sectors has also been slower than anticipated, particularly in the Cine and scripted TV market, which the Company expects to have accounted for approximately 28% (c. £62 million) of the Group's revenue during the financial year ended 31 December 2025. Broadcast, which the Company expects to have accounted for approximately 23% (c. £50 million) of the Group's revenue as during the financial year ended 31 December 2025, has also been slower than expected to recover.

If the market continues to recover more slowly than anticipated there could be an adverse impact on Videndum's business and financial conditions. For instance, revenue for 2024 was down approximately 8% year-on-year to £283.6 million, with an adjusted operating loss of £18.2 million, and revenue for the first half of 2025 was 25% lower than the first half of 2024 and 9% lower than the second half of 2024, with an adjusted operating loss of £7.0 million.

While the market is expected to recover in the medium term and the Group has experienced signs of recovery in Q3 2025 (for instance the order book was up approximately 40% year-on-year, which is a significant improvement on the prior period, and revenue improved to 8% lower year-on-year (excluding the impact of the 2024 Paris Olympics)), the Group's results could continue to be adversely affected if this recovery does not materialise or takes longer than expected. In the Group's 'severe but plausible' downside scenario where there is no recovery in the Cine and scripted TV market, combined with lower growth and weaker take-up rates for new product introductions, revenue could be approximately 13% lower in 2025 than in 2024.

The recovery of the Group's financial performance could therefore be delayed if the market continues to recover slower than expected. This could have a knock-on effect on its ability to service its debt obligations and could result in covenant breaches.

1.4 The Group is dependent on its key suppliers and the loss of key suppliers or a disruption to the Group's external supply chains operated by its key suppliers could affect the Group's ability to source raw materials and key components and meet the demands of customers

The Group has several key supplier relationships that help ensure the efficient delivery of its raw materials and components and is reliant upon those key suppliers performing their obligations in accordance with the terms and conditions agreed between the Group and such suppliers. The Group's key suppliers include those providing finished goods components, raw materials such as base metals, semi-conductors, IT services, business-to-business customer account management and credit services, construction services, energy and other utilities. The Group is reliant on such key suppliers, and whilst the Group purchases raw materials from a diverse range of sources, there is a risk that key suppliers suffer disruption, delay or shortages in the supply of materials, fail to meet agreed service levels, experience any natural or other disaster impacting its operations, or any other such difficulties, which may impact the ability of the Group to source raw materials of appropriate quality.

Supplier dependencies exist in the Group, in particular the modules produced by a key supplier, and the Group is also reliant on one supplier for the contract manufacturing of certain finished products (for example, certain lighting product ranges manufactured by a key supplier), and certain "prompter" products manufactured by a key supplier. There are also supplier dependencies in respect of glass panels used in the production of SmallHD monitors. These shortages of raw materials and components may be affected by external factors, including market shortages, short and/or long-term physical climate-related disruptions (including weather events and natural disasters), strikes, pandemics, global macroeconomic and geopolitical events, or internal events that affect availability.

While the supply chain disruptions resulting from the ongoing military action in Ukraine ("Russia-Ukraine Conflict") and the related sanctions have had no direct impact on the Group's external supply chains operated by its key suppliers, there was an indirect impact on the price of semi-conductors reliant on noble gases exported from Russia. In addition, key suppliers of the Group are located in China and Taiwan, and the Group has dependency for the supply of chipset technology from a Taiwanese supplier, accordingly there is a risk of supply chain disruptions due to geopolitical issues between China and Taiwan and also between the United States and China, which may impact the Group. Accordingly, such geopolitical events have contributed and may continue to contribute to increased supply chain disruption and raw material shortages from key suppliers. While the Group has implemented price increases to offset adverse supply chain movements (such as increases to the price of raw materials from key suppliers), if the Group's external supply chains operated by its key suppliers are not sufficiently resilient to unforeseen events, such events could affect the Group's operations, which could result in significant financial and reputational damage. In addition, reliance on key suppliers, whether they supply services such as logistics or manufacturing goods, increases the risk that any issues in such key supplier's supply chain, including health and safety issues, breaches of laws or regulations, environmental issues, or a general lack of responsible sourcing, could impact the Group and damage its reputation or that of its brands.

The Israel-Gaza Conflict could re-escalate and spread to the wider Middle East region. The recent US/Israel-Iran Conflict could also contribute to further instability in the region. Such

conflicts could disrupt the supply chain; in particular, the key shipping routes through the region may be affected, as was the case with attacks by Yemeni Houthis in 2023 and 2024. This may result in longer shipping routes and increase shipping costs.

The loss of a key supplier where the Group is unable to find a suitable alternative could hinder the Group's ability to fill customers' orders in a timely and cost effective manner or in the required quantities, which could result in order cancellations, decreased revenue or loss of market share and damage to the Group's reputation, which could have a material adverse effect on the Group's operations and financial position.

1.5 The Group is dependent on its key distribution channels and channel partners and the loss of, or reduction in demand from, such key distribution channels and channel partners for Videndum’s products could materially affect the Group’s business

Although the Group has a significant number of distribution channels and a wide network of channel partners, it is subject to concentration risk, with its largest channel partner accounting for more than 10% of the Group's total turnover. The Group is also dependent on a further channel partner for the renewal of service contracts for the winter and summer Olympics. Loss of a key distribution channel or channel partner, the reduction in spending power of a key distribution channel or channel partner, or a significant worsening in their success or financial performance, could have a material adverse effect on the Group's operating results, which could have a negative impact on revenue and profitability. There is also a risk that significant events may be delayed for a number of reasons, which would materially reduce key customer demand, as was the case with the 2020 Tokyo Olympics which was rescheduled due to COVID-19.

The Group may experience turnover in its distribution channels and channel partners in the ordinary course of its business based on, among other things, their decisions whether or not to purchase the hardware products and/or software solutions which the Group offers. In addition, ordinary course contractual renewal cycles create risks that the Group may not be able to retain sufficiently high numbers of existing distribution channels and channel partners (or retain them at similar service levels), or that it may not win new distribution channels and channel partners at a higher rate than it experiences losses of, or a reduction in services provided to, existing distribution channels and channel partners. They may decide not to renew existing contracts as they expire, or the Group may be unable to secure new contracts for a variety of reasons. For example, the Group's operations in a particular service area may be dependent on one or more distribution channels or channel partners who may contract for services with a competitor of the Group due to better pricing or contract terms. Large channel partners could also source services from a competitor of the Group due to better pricing or contract terms. If the Group's reputation or relationship with its distribution channels and channel partners were impaired, it could have a material adverse effect on the Group's business, results of operations and financial condition.

The Group has experienced the effect of continued destocking by distribution channels and channel partners, which include large retailers, consumer electronic chains and e-commerce providers. Destocking has been a result of the general economic conditions and the global geopolitical climate conditions – see in particular, “2.1 The performance of the Group’s business is directly linked to general economic conditions, which may adversely affect the Group’s business, financial condition, results of operations and prospects” and “2.2 The performance of the Group’s business is directly linked to global geopolitical conditions, which may adversely affect the Group’s business, financial condition, results of operations and prospects”.

A weak or uncertain macroeconomic environment has and may continue to cause reduction in demand for the Group's products and services from key channel partners. The continued effects of destocking could subsequently lead to weaker levels of demand for the Group's products and services, which could lead to a reduction in prices and sales volumes and thus affect sales growth and capacity utilisation within the Group, which could have material adverse effects on the business, financial condition and operating or financial results of the Group. In addition, key channel partners within the ICC segment of the Group are also affected by general economic conditions, which may reduce or eliminate their spending on the Group's products and solutions or opt for alternative, lower-cost substitutes which, in turn, could have an impact on its short-term growth rates and lead to margin erosion.

In addition, the 2023 US Writers' and Actors' Strikes contributed to a decline in key channel partner revenues which the Group has not yet fully recovered from. Although the 2023 US Writers' and Actors' Strikes ended in 2023, it is possible that similar strikes may occur in the future. The Writers Guild of America (WGA) and Alliance of Motion Picture and Television Producers (AMPTP) agreed on a new three-year contract which runs from 25 September 2023 through to 1 May 2026. The parties can begin a new round of bargaining and a future strike is possible if no agreement is reached. Accordingly, channel partners may seek to exit existing arrangements or fail to renew service agreements if there are similar strikes in the future.

Any of the foregoing could have a material adverse effect on the business, results of operations and financial condition of the Group.

1.6 The Group is dependent on information technology and may be subject to information technology systems failures, network disruptions and breaches of cyber security, each of which could have material adverse effects on the Group's business, financial condition, results of operations and prospects

The industries in which the Group operates have become increasingly dependent on information technology to conduct certain processing activities. For example, the Group depends on information technology to perform many of its services and to process and record financial and operating data. Increased reliance on technology carries with it an increased risk of information technology systems failures, network disruptions and breaches of cyber security, including phishing and end point vulnerability, which has been particularly heightened in light of the current environment of increased remote working. The technologies, systems and networks utilised by the Group and its vendors, suppliers and other business partners may become the target of cyberattacks or information security breaches that could result in the unauthorised release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period.

Information technology systems failures, including risks associated with upgrading systems, network disruptions, data centre outages and breaches of data security could disrupt the Group's operations by impeding the Group's operational efficiencies, delaying processing of transactions and inhibiting the Group's ability to protect customer or internal information. The Group's computer systems, including its backup systems, could be damaged or interrupted by power outages, computer and telecommunications failures, computer viruses, internal or external security breaches, events such as fires, earthquakes, floods, tornadoes, hurricanes, pandemic flu and climate change induced disasters and/or errors by the Group's employees. These may also impact the Group's manufacturing plants or supply chain, particularly where these account for a significant amount of its trading activity.

Although the Group has taken steps to address these concerns by implementing network security, backup systems and internal control measures, a system failure or data security breach could occur and materially adversely affect the Group's business, financial condition and results of operations.

1.7 A cyber incident could occur and result in information theft, loss of data, data corruption, operational disruption or reputational damage and/or financial loss, each of which could have material adverse effects on the Group's business, financial condition, results of operations and prospects

The Group faces certain cyber security threats, including threats to confidentiality and the availability and integrity of its data and systems. Cyber incidents, including deliberate attacks, have increased globally and that trend is expected to continue in the near-term. While the Group employs measures designed to prevent, detect and respond to unauthorised activity in its systems, the failure of such measures could result in cyber-attacks causing significant financial or information losses and/or reputational harm.

Cyber security threats evolve quickly and may include, but are not limited to, computer viruses, ransomware, attempts to access information, denial of service and other breaches. The Group's systems for protecting against cyber security risks may not be sufficient. For example, the Group operates a decentralised IT structure which may increase risks relating to cyber security due to the absence of a unified system. If the Group is unable to protect sensitive information, its customers could question the adequacy of its threat mitigation and detection processes and procedures. In addition to the extraction of data from the Group's systems, cyber-attacks could involve the destruction, manipulation and/or corruption of the Group's data, including data relating to the Group's R&D programmes, and could also temporarily prevent the Group from offering products and/or providing services to its customers. Failure to adequately manage business recovery and external communication in the event of a major cyber incident could lead to further operational disruption.

In addition, a cyber-attack could give rise to product safety concerns that require repairs to or replacement of certain products or parts of products and/or may result in the temporary or permanent suspension of the use of certain products, particularly those software solutions provided by the Group which contain confidential and personal data. This may include, but is not limited to, employee personal data, payroll information, e-commerce customers, sole trader customers and partnerships and mailing lists.

The Group could also be subject to cyber-attacks designed to gain access to its proprietary information, including production processes and know-how. The Group holds proprietary information relating to intellectual property and software products. If the Group fails to prevent or otherwise address cyber-attacks designed to gain access to its proprietary information, its critical applications, intellectual property rights and know-how may be jeopardised. This could result in interruption of the Group's business operations, damage to the Group's systems and/or increased liability to customers as a result of delays in the provision of products and/or services. Such consequences could, in turn, have a material adverse effect on the Group's financial position and reputation.

Regulators, such as the Information Commissioner's Office, have significant powers and can impose, among other things, significant monetary fines for violations of the GDPR (and other data protection laws applicable to the Group), including in the event of personal data breaches as a result of a cyber incident. Accordingly, if the Group faces certain cyber security incidents it may be exposed to significant financial penalties. As cyber incidents continue to evolve, the

Group will likely be required to expend additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber incidents.

Whilst the Group continues to enhance its security defences through increased investments and the implementation of the Group's cyber security plan, if a significant or widely publicised unlawful disclosure of employee or customer data were to occur, whether as a result of a failure of the Group's information technology security systems, data centre outages, employee negligence or the actions of vendors, the Group may lose intellectual property, suffer reputational damage, experience operational disruption and/or be subject to legal claims by individuals, fines or other enforcement action. Cyber security breaches may also lead to cyber attackers demanding ransom in exchange for decryption. All of the above may result in information theft, data corruption, operational disruption and/or financial loss.

1.8 A catastrophic incident at one of the Group's main facilities could result in a material interruption to production, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects

The Group's operations are dependent on the continued functioning of its main manufacturing and operational facilities, in particular those in Feltre (Italy), Cartago (Costa Rica) and Irvine (United States). A catastrophic incident at any of these sites, such as a major fire, explosion, natural disaster or other significant event, could result in the suspension of operations at the affected facility for a material period of time.

While the Group maintains insurance coverage for property damage and business interruption, there can be no assurance that such insurance will be sufficient to cover all losses or that insurance proceeds will be received in a timely manner. In addition, certain consequential losses, such as reputational harm, loss of key customers or long-term market share erosion, may be of a nature that cannot be adequately covered by insurance.

A catastrophic incident could lead to a prolonged halt in production, delays in fulfilling customer orders, loss of revenue, increased costs associated with remediation and recovery and potential contractual penalties. The Group may also incur significant costs to repair or replace damaged assets, implement additional safety measures or relocate production to alternative sites, which may not be feasible or may result in lower efficiency and higher costs. Furthermore, repeated or high-profile incidents could damage the Group's reputation with customers, suppliers and other stakeholders, potentially resulting in a loss of future business.

Any material interruption to the Group's operations as a result of a catastrophic incident at one of its main facilities could therefore have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.9 The Group depends on the recruitment and retention of qualified personnel, and its failure to attract and retain such personnel could reduce the Group's ability to deliver its strategy

The Group employs approximately 1,250 people as at 31 December 2025. The success of the Group in the highly competitive markets in which it operates will continue to depend to a significant extent on certain key, highly skilled employees, including its executive leadership team, software and hardware engineers, product and marketing managers, heads of divisions, regional managers, R&D staff, key technical specialists and project managers. In addition, the future growth and success of the Group also depends on its ability to attract, train and retain

skilled employees. The Group may not be able to retain key employees or to recruit qualified individuals, should the Group's revenue and profitability be negatively impacted as set out in this document; for example, potential employees may defer any decision to join the Group until there is greater certainty regarding its financial position. Competition for engineering talent remains strong and there is still a risk that some key engineers may leave the Group, thereby adversely affecting the development of new products.

The Group is also continuing to take extensive restructuring measures to reduce costs and refocus the business on its core capabilities and markets, and Group-wide restructuring projects have resulted in a number of employees leaving in 2025. The Group also has limited bonus and incentive arrangements. Accordingly, the impact of such restructuring activity and business uncertainties could lead to staff morale being negatively impacted or employees seeking more lucrative pay and/or certainty elsewhere, which could lead to an increased risk of loss of key employees and higher staff turnover. The loss of key employees could result in high transition costs and could disrupt the operations of the Group, which could in turn have an adverse effect on its business, financial condition and operating or financial results. As a result of the reduction in headcount, there may be less resource to cover certain activities.

The Group's future success also depends substantially on the continued service and performance of its senior management team for the running of its daily operations, as well as for the planning and execution of its strategy. There is strong competition worldwide for experienced senior management and personnel with expertise in the engineering sector. If the Group loses the services of members of its senior management team or other key personnel, it may have difficulty replacing them and incur additional costs trying to do so. The Group also currently does not have a permanent Chief Executive Officer, with Stephen Harris currently holding the position of Chairman pending the appointment of a new Chief Executive Officer. If the Group is unable to find suitable replacements in a timely manner, its ability to realise its strategic objectives could be impaired, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.10 If the Group is not able to continue to develop innovative new products or fails to understand customer preferences and/or fails to adapt to technological change, including artificial intelligence (AI), its customers may turn to other producers in order to meet their evolving requirements, which may adversely affect the Group's business, financial condition, results of operations and prospects

The ability of the Group to compete is, and will remain, highly dependent on its ability to develop new products to satisfy the evolving demands of its customers. Alternative products and processes could be developed in the future, or existing products and processes improved, which could be used in place of the products and technologies supplied by the Group. The Creative Solutions division, which represented 21% of Group revenue as at 31 December 2024, develops, manufactures and distributes premium branded products and solutions for film and video production companies, ICC, enterprises and broadcasters. Such customers, namely content creators, are continually looking for more efficient and financially attractive ways to deliver content. Failure to anticipate these shifts could result in loss of relevance and market share.

The Group's products typically have long usable lifespans. Failure to sustain and execute a robust product innovation programme could lead customers to delay product upgrades, extending replacement cycles and reducing sales. This could result in lower revenue and margins, higher inventory risk and potential write-downs if product lines underperform.

Rapid technological change, including AI-enabled content generation and virtual production, may reduce demand for certain of the Group's existing product categories (for example, where AI tools lessen the need for traditional capture, support or workflow equipment), render current products less relevant or obsolete or shift demand to new categories in which the Group is not competitive. If technological developments or improvements in processes result in competitors being able to offer products at lower prices than the products offered by the Group, there is a risk that customers could replace products developed by the Group with materials or technologies offered by competitors. In addition, new emerging technology may make some of the current products outdated and there is no guarantee that R&D will deliver new technology and products that remain appealing to customers.

The successful growth of the Group will depend to a significant degree on its ability to gauge the direction of technological progress in all key end-user markets, and on its ability to successfully develop, manufacture and market products in such changing end-use markets (including adopting and utilising AI technologies and understanding the opportunities and risks that these can bring to the Group's end-markets). If the Group does not maintain leadership in product innovation and fails to differentiate on quality, features or price, it could face declining sales, margin pressure, increased development costs without corresponding revenue, inventory write-downs, impairment of intangible assets and restructuring expenses. Any combination of these factors could materially adversely affect the Group's revenue, profitability and cash flows.

In addition, customer demands are currently changing, requiring that companies adopt technologies, materials and processes that ensure minimal impact on the environment and maximise their use of sustainable resources, and formalise integrity of supply chains and prioritise health and safety. As a result, customers may reduce their use of the Group's products and services if they believe such products and services are harmful to the environment, do not have integrity within their supply chains and/or do not prioritise health and safety. Videndum's goal is to become a net-zero company by 2035 for Scope 1 and 2 emissions and a net zero company by 2045 for Scope 1, 2 and 3 emissions. Were the Group to fail to achieve these goals at all or in the anticipated timeframe, this could have a negative impact on how the Group is perceived by its customers, face reduced demand, incur higher operating and compliance costs (including potentially higher carbon costs) and experience reputational damage, each of which could adversely affect sales and profitability.

The Group needs to continue to identify, develop and market innovative products on a timely basis to replace existing products in order to maintain its profit margins and its competitive position. If the Group fails to keep pace with evolving technological innovations or fails to modify products in response to customers' needs, then the business, financial condition and operating or financial results of the Group could be materially adversely affected as a result of the associated reduction in sales and profitability.

The Group is exposed to risks and opportunities arising from the development and adoption of AI. AI can be broadly categorised into: (i) "Generative AI", which can create images, video or other content without using a physical subject matter or actor; and (ii) "Assistive AI", including expert systems and workflow automation tools that support and augment human decision-making and processes. Each category may affect the Group's end-markets and operations in different ways.

Generative AI has the potential, over time, to disrupt elements of traditional filmed content creation and still photography and could alter demand patterns, budgets and production workflows across the markets served by the Group. Although the Group believes Generative AI remains at an early stage of implementation, with significant barriers to adoption, and that

current use in professional film and photography is limited, its capability and acceptance may improve. If Generative AI were to be adopted more widely, this could reduce or shift demand for certain forms of professionally filmed or photographed content and, in turn, could adversely affect demand for the Group's products and solutions. While the Group considers that Generative AI does not currently pose a material near-term threat to the mission-critical products that attach to and support camera systems across professional workflows, there can be no assurance that this will remain the case.

Assistive AI is already entering widespread adoption and may drive material changes in customer expectations and competitive dynamics. Assistive AI may create significant opportunities for the Group, particularly where tools and automation simplify and improve efficiency, content handling, and workflow management in a manner aligned to the Group's Broadcast and Creative Solutions offerings. However, realising these opportunities may require the Group to invest in product development, data capabilities, partnerships and talent, and to adapt products to new standards and integration requirements. If the Group is unable to develop, acquire or integrate Assistive AI capabilities at the pace required by customers, or if competitors (including large technology providers and software-focused entrants) do so more effectively, the Group's competitive position, revenue growth and margins could be adversely affected.

In addition, increased use of AI (whether developed internally or sourced from third parties) may expose the Group to operational, legal, regulatory and reputational risks. These risks may include (without limitation) unreliable or biased outputs, errors in automated decision-making, intellectual property infringement claims, data privacy or security incidents, and evolving regulation and compliance requirements relating to AI and data usage. The cost of compliance, monitoring and governance may increase and may require changes to the Group's products, processes and controls. Any failure to manage these risks effectively could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

1.11 Corporate strategic or restructuring projects and cost saving actions may not be successful or may take longer and be more expensive than anticipated, which could have a material adverse effect on the business, results of operations and financial condition of the Group

The Group has, and is continuing to, implement major restructuring programmes in order to reduce costs and improve operational and financial performance. There is an inherent risk with any large strategy or restructuring programme that it requires a significant amount of management time and thus may affect or impair the ability of the Group's management team to run its business effectively until completion of the restructuring. Any such strategy or restructuring programme may take longer than expected, or difficulties relating to its implementation may arise, and there can be no assurances that the actual cost of a restructuring programme will not exceed the original cost estimates, or that the planned outcomes will be achieved.

Restructuring activities currently include reducing headcounts, closing sites, consolidation of sites and businesses and/or consolidation of enterprise resource planning. These restructuring measures are planned and costed out, but by their inherent nature carry risk around execution and deliverability, particularly if the right skills are not available to execute such restructuring plans. For example, a reduction in headcount, if improperly managed, may result in loss of critical know-how and reduced back-up for certain roles. Risks associated with transposing a production process to another location include difficulty in transposing supply chains to, and sourcing new suppliers in, the new location. Further, transition costs may be underestimated

(for example, the cost of training, tax liabilities which may arise on the transfer of business assets and foreign exchange costs), meaning that the costs associated with restructuring activities could be higher than originally anticipated.

Furthermore, the Group may not be able to retain personnel with the appropriate skill-set for the tasks associated with the implementation of a strategic or restructuring programme, which could materially impair the Company's strategy and restructuring programmes.

Any of the foregoing could have a material adverse effect on the business, results of operations and financial condition of the Group.

1.12 The Group is subject to risks associated with the disposal and separation of non-core businesses from those retained by the Group, which may have a material adverse effect on the Group's business, financial condition, results of operations and prospects

The Group's ability to dispose of businesses and assets could be affected by various factors, including the availability of purchasers willing to acquire such assets or businesses at acceptable prices. Difficulty in disposing of, or inability to dispose of, non-core or underperforming assets may adversely affect the Group's ability to execute its recovery plan within the anticipated timeframe, and repeated failed disposal attempts may negatively impact the Group's reputation among its other stakeholders.

The Group may also incur unexpected additional costs with recent and future disposals. For example, following disposal of the JOBY brand in 2025 the Group retains the right to sell inventory held prior to the disposal, and there is a risk that the Group may not recover the carrying value of such inventory.

At completion of a disposal, the Group may need to enter into transitional service arrangements and/or licence agreements as part of such sales. For example, following disposal of the Amimon brand in 2025 the Group entered into a licence agreement to grant Amimon a licence to use certain licenced technology. This could cause the Group to incur unexpected additional costs and/or otherwise adversely impact the functioning of the Group's business as a result of its obligations under such transitional service arrangements and/or licence agreements or continued exposure to the risks associated with the divested businesses' operations, which could adversely affect its business, financial condition or results of operations.

Moreover, as a result of recent (or any future) disposals, the Group has (and may) become less diversified, which may make it more susceptible to adverse developments in the Group's remaining product and business lines. The Group may remain at risk of potential litigation and business claims in relation to divested businesses where it has provided warranties and/or indemnities to the purchaser, or where it has continuing obligations.

If balancing the Group's portfolio by making disposals diverts too much management attention from the operations of the Group's current businesses, this could adversely affect the Group's financial condition and results of operations.

Any of the foregoing may have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.13 The occurrence of major operational interruptions or problems at the Group's facilities could have a material adverse effect on its overall business, financial condition and results of operations

As at 30 June 2025, the Group has three major manufacturing sites: in Feltre (Italy), Cartago (Costa Rica) and Bury St Edmunds (United Kingdom). A further site at Ashby-de-la-Zouch is in the process of being closed, with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds. Most of the manufacturing activity at Bury St Edmunds is being transferred to Feltre. The Group also has smaller operations in several territories, including (among others) in Cary (United States), Irvine (United States), Portland (United States) and Phoenix (United States) and Ashby-de-la-Zouch (United Kingdom). The results of the Group's business are dependent on: (a) the continued operation of these production facilities and the maintenance of high levels of asset utilisation; (b) the transport infrastructure that carries supplies to the facilities and the ability to complete planned construction; and (c) capacity expansion and maintenance projects being completed on schedule.

The Group's operations are subject to these dangers and the related use, storage, transportation and disposal of raw materials, products and wastes, including: (a) severe weather conditions such as hurricanes, fires, earthquakes, floods, extreme temperature fluctuations or any other natural or manmade disaster or other adverse weather conditions; (b) explosions and other accidents, including pipeline leaks and ruptures; (c) human error or mechanical failures; (d) unplanned production downtime; (e) transportation interruptions; negligent actions of third parties; (f) terrorism or sabotage aimed at disrupting the Group's production facilities; (g) unpermitted discharges or releases of toxic or hazardous substances or gases; and (h) other environmental health, safety and security risks; (i) global pandemics; (j) global conflicts; and (k) cyber-attacks. Several sites are located in areas with higher risk of earthquake (Irvine, Cartago, Feltre). Such dangers and hazards could cause, at the Group's facilities, personal injury and loss of life, severe damage to or destruction of property and equipment, delays in the transportation of products, as well as environmental damage, and may result in suspension of operations and the imposition of civil and criminal liabilities, including penalties and damage awards.

The Group also has scheduled shutdowns at its production facilities in order to perform necessary inspections and testing to comply with industry regulations and to permit the Group to carry out maintenance that may be necessary. Scheduled shutdowns may require longer downtime than anticipated. Unscheduled shutdowns may occur due to technical failure or other reasons. Extended downtime at any of the Group's major operating facilities, whether the result of a scheduled shutdown or otherwise, could reduce rates of asset utilisation and undermine the Group's ability to maintain high production volumes and meet its commitment to customers, which could materially adversely affect the Group's business, financial condition and results of operations. In addition, the Group's operations at such facilities, in particular Feltre (Italy), may be adversely affected by industrial action, as such sites employ some unionised workers. The Group cannot assure that the good relationships it believes it has established with employees and their unions will continue to be amicable or that it will not be affected by strikes, work stoppages, unionisation efforts, or other types of conflict with labour unions or employees.

While the Group has sought to insure its various facilities, any significant interruption occurring from time to time in operations at the Group's facilities, including interruptions caused by the events described above, may exceed the limitations of the Group's current insurance coverage. Changes in the Group's insurance costs or conditions attaching to insurance cover could also reduce the productivity and profitability of a particular production plant, or the Group's business generally, during and after such interruptions.

1.14 Failure to adequately protect or effectively enforce intellectual property rights could have an adverse effect on the Group

The success of the Group relies to a significant degree on its ability to identify, protect and preserve intellectual property and other proprietary information, confidential know-how and business secrets, including processes, apparatuses, technologies, trade secrets, trade names and proprietary manufacturing expertise, methods and compounds particularly in relation to technologically sophisticated products.

Despite the Group's efforts to protect its intellectual property rights (which includes seeking to enforce the Group's associated rights), any of its direct or indirect intellectual property rights could be challenged, invalidated or circumvented. The Group may also be unable to prevent third parties from using intellectual property and other proprietary information without authorisation or independently developing similar intellectual property and other proprietary information, particularly in those countries where the laws do not afford comprehensive protection of proprietary rights and despite actions the Group takes to protect its proprietary rights, including the registration of trademarks and patents.

While it is the policy of the Group to enter into confidentiality agreements with its employees and third parties to protect intellectual property, such confidentiality agreements may be breached, may not provide full protection for trade secrets or proprietary know-how globally or adequate remedies may not be available in the event of unauthorised use or disclosure of these trade secrets and know-how.

The use of intellectual property and other proprietary information and confidential know-how by an unauthorised third party could reduce or eliminate any competitive advantage that has been developed, cause the loss of sales or a reduction in future profits or otherwise materially adversely affect the business, financial condition and operating or financial results of the Group. If it becomes necessary to litigate to protect these rights, any proceedings could be burdensome and costly, may divert significant management attention from the operations of the Group's current businesses and may not ultimately be successful.

1.15 The Group's business is dependent on the strength of its brands and its reputation, damage to which could adversely impact the performance of the Group

The Group depends on its brand name and the brand names of its various businesses and products, and any damage to these brands or the Group's wider reputation could impact the ability to attract and retain customers with a resultant impact on revenue, as well as its ability to attract high-calibre employees.

These factors include: (a) negative publicity resulting from lawsuits; (b) negative media coverage; (c) reviews (including on public social networking websites) or customer complaints; (d) a decline in the quality or selection of the products and services provided by suppliers; (e) the Group's inability to provide the level of customer service demanded by its customers; (f) human error on the part of the Group's employees or third-party service providers; (g) product liability issues; and (h) interruptions in service caused by failure or malfunction of the Group's technical systems or damage, such as theft of personal data, resulting from hacking or infection with viruses or other malware. Such negative developments need not actually occur to cause reputational damage, as even an incorrect perception among consumers can damage the Group's image and its business reputation.

The Group's brands are its primary asset and a key differentiator in key markets. If the Group is unable to maintain and enhance, in whole or in part, the strength of its brands, then its attractiveness to existing and potential customers may be impaired, which could have a material adverse effect on the Group's business, operating results, financial condition and prospects.

1.16 The products of the Group may infringe the intellectual property rights of others, which could cause the Group to incur significant costs and prevent it from selling its products, any of which could have a material adverse effect on the business, financial condition and operating or financial results of the Group

The Group will continually seek to improve its business processes and develop new products and applications. Although it is the Group's policy and intention not to infringe valid patents or intellectual property rights of others of which they are aware, there could be intellectual property rights that cover the Group's products, processes or technologies, and it is possible that the Group may be liable for infringement of such intellectual property rights. In such circumstances, the Group may be required to obtain licences from the owners of such rights, modify its processes or technologies or re-engineer its products to continue its manufacturing and sales activities with respect to one or more products that are found to be the source of the infringement. The Group may not be able to obtain the necessary licences on acceptable terms, or at all, or be able to modify its processes or technologies or re-engineer their products in a manner that is successful in avoiding infringement. Moreover, if the Group is sued for infringement and loses, it could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology.

Although the Group believes that it lawfully complies with the intellectual property rights granted to others, it may be subject to claims asserted against it. These claims may harm the Group's reputation, result in increased costs and limit the Group's ability to offer certain products or services. Any claims or litigation relating to intellectual property, regardless of whether or not the Group is found to have infringed any rights, could be time-consuming and costly, injure the Group's reputation or require the Group to enter into licensing arrangements (potentially on unreasonable terms if imposed by a court of law). An injunction may also be ordered against the Group, preventing it from continuing to use certain intellectual property. For certain products, the Group relies on third-party intellectual property and is therefore exposed to the risk that its right to use such intellectual property may be modified or withdrawn, or the costs associated with continued access to that intellectual property could materially increase in the future.

Any of the foregoing could cause the Group to incur significant costs and prevent it from selling its products and this could have a material adverse effect on the business, financial condition and operating or financial results of the Group.

1.17 Uninsured losses, losses in excess of insurance coverage for certain risks and unanticipated changes in insurance costs or conditions attaching to insurance could have a material adverse effect on the Group

The Group's plant, equipment and other assets are insured for property damage and business interruption risks, and its business as a whole is insured for product liability risks. In addition, the Group carries directors and officers liability insurance. However, such insurance may not cover all risks associated with the hazards of its businesses and is subject to limitations, including deductibles and maximum liabilities covered.

The Group may incur losses beyond these maximum limits or outside the coverage of their insurance policies. If this occurs, and there is any liability, the business, financial condition and operating or financial results of the Group could be materially adversely affected.

In addition, from time to time, various types of insurance for companies in the Group's industry has not been available on commercially acceptable terms or, in some cases, not been available at all. In the future, the Group may not be able to obtain coverage at current levels and/or the premiums and deductibles for certain insurance policies may increase significantly on the coverage that is currently maintained. If insurance is not available at commercially acceptable premiums, there is a risk that the Group's insurance coverage does not cover the full scope and extent of claims against them or losses incurred, including, but not limited to, claims for environmental or industrial accidents, occupational illnesses, pollution and product liability and business interruption.

Furthermore, the Group could be required to increase its debt or divert resources from other investments in their business to discharge an uninsured claim. Costs associated with unanticipated events in excess of insurance coverage, or a failure to maintain such coverage, could materially adversely affect the business, financial condition and operating or financial results of the Group.

1.18 The Group operates defined benefit and defined contribution pension schemes, and is exposed to funding risks in relation to such defined benefit and defined contribution pension schemes

The Group has defined benefit pension schemes in the UK, Italy, Germany, Japan and France. The UK defined benefit scheme was closed to future benefit accrual with effect from 31 July 2010. All UK employees of the Group are now offered membership of the defined contribution pension scheme. Other overseas subsidiaries have their own defined contribution schemes. The Group's pension plans are subject to legislative and regulatory requirements of applicable jurisdictions. The Group's pension costs and liabilities are materially affected by the discount rate used to measure pension obligations, the level of plan assets available to fund those obligations at the measurement date and the expected long-term rate of return on plan assets. If the market value of the assets declines or the value of the liabilities increases, the Group may be required to increase its contributions to its UK and overseas defined benefit schemes.

A variety of factors, including factors outside the Group's control, may adversely affect the value of the assets or liabilities, including interest rates, inflation rates, exchange rates, longevity risk, actuarial data, adjustments, regulatory changes and the strength of the employer covenant provided to the pension schemes by the Group. If these or other internal and external factors were to become unfavourable, or more unfavourable than they currently are, the costs and net liabilities associated with the UK and overseas defined benefit schemes could increase substantially. Any change in key actuarial assumptions, such as the discount rate, would impact the valuation of pension obligations. Any decline in the fair values of the pension plans' assets could require additional payments by the Group in the longer term in order to maintain specified funding levels. Any decrease in interest rates will result in an increase of pension liabilities. The UK defined benefit scheme was in an actuarial surplus position of £5.5 million at 5 April 2022 (the date of the last completed actuarial valuation report). An additional contribution of £750,000 was made to the UK defined benefit scheme in September 2025, to mitigate potential detriment to the UK defined benefit scheme as a result of the creation of preferential security in favour of the Lenders at such time. The Group cannot predict whether changing conditions will require it to make future additional contributions to the pension schemes in the longer term, or whether it will have the funds necessary to make minimum pension contributions at the times that they

may be required if the contribution amounts increased. There can also be no certainty about the future valuation of the UK defined benefit scheme. As a result, the Group may incur higher than expected costs or other liabilities associated with funding the pension plans in the longer term.

In addition, the UK Pensions Regulator has extensive powers relating to UK pensions schemes, including the statutory power in certain circumstances to issue contribution notices or financial support directions that, if issued, could result in significant additional liabilities arising for the Group. Any requirements to make additional contributions to the Group's pension plans, increases in unfunded post-retirement healthcare liabilities in excess of those currently anticipated or changes to the regulatory or tax treatment of the Group's pension plans could reduce the funds available to meet the Group's other operating, investment and/or financing requirements, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.19 The Group is subject to collective bargaining or works council agreements with certain of its employees, and the failure to renew or renegotiate such agreements on acceptable terms or any labour disturbances could result in work stoppages or increased costs for the Group

The Group's business could be adversely affected by any significant disruption in relations with its employees. As at 31 December 2025, the Group employs approximately 1,250 employees in nine countries. Approximately 540 of the Group's employees are covered by some form of collective bargaining arrangement at site or national level or a works council agreement. In addition, a significant portion of the Group's employees reside in countries, namely the United Kingdom and Italy, in which employment laws provide employees with significant bargaining power or other rights that may require the Group to spend more time and expenses when altering or amending employees' terms of employment or making staff reductions.

The Group may not be able to renew any such collective bargaining agreements or works council agreements on terms similar to current terms or renegotiate such agreements on acceptable terms. Additionally, in foreign jurisdictions where the Group operates, national unions and foreign governments may be unable to reach agreement, which could result in work stoppages that are out of the Group's control.

In addition, if a collective bargaining agreement or a works council agreement is negotiated at a higher than anticipated cost, such costs may need to be absorbed by the Group or passed through to customers in the form of higher prices, which may make the Group less competitive. Furthermore, a labour disturbance or work stoppage at any of the facilities of the Group as a result of any changes to employment terms and conditions or for any other reason could have a material adverse effect on that facility's operations and, potentially, on the business, financial conditions and operating or financial results of the Group.

1.20 Potential future impairments of intangible assets could have a material adverse effect on the Group's business, financial condition and results of operations

The Group evaluates goodwill and other intangible assets for impairment on an annual basis. Impairment is determined by assessing the recoverable amount of the segment to which the goodwill relates. Some significant impairment charges were made in 2024. The determination of recoverable amounts reflects numerous assumptions that are subject to various risks and uncertainties, including its projected future operating results and cash flows. This determination also reflects key assumptions about matters outside the Group's control, such as market

comparables. In making this determination, the Group must exercise significant judgment and make significant estimates, and as a result there is a risk the Group's actual results could differ materially from those judgments and estimates.

Several factors, including a challenging operating environment, impacts affecting consumer demand or spending or the deterioration of general macroeconomic conditions could result in a change to the future cash flows the Group expects to derive from its operations. Reductions of the cash flows used in the impairment analyses may lead the Group to re-evaluate the assumptions reflected in its current projections, resulting in the recording of an impairment charge to a reporting unit's trade name or goodwill.

A prolonged economic downturn could materially affect the Group's future results by requiring it to record impairment charges with respect to some or all of this goodwill.

1.21 Necessary licences, certificates, approvals and permits for operations may not be renewed, which could adversely affect the business, financial condition and operating or financial results of the Group

The operations of the Group will be subject to various licences, certificates, approvals and permits in different foreign jurisdictions. There is no assurance that the Group will be able to renew their licences, certificates, approvals and permits upon their expiration. The eligibility criteria for such licences, certificates, approvals and permits may change from time to time and may become more stringent. In addition, new requirements for licences, certificates, approvals and permits may come into effect in the future. The introduction of any new and/or more stringent laws, regulation, licences, certificates, approvals and permits requirements relevant to the Group's business operations may significantly escalate compliance and maintenance costs, preclude continuing with existing operations or limit or prohibit business expansion. While no material licences, certificates, approvals or permits expire or require renewal in the next 12 months, as a global business, if the Group is unable to obtain or renew the necessary licences, certificates, approvals or permits from time to time, it could be forced to suspend or cease certain operations, incur significant costs to comply with new requirements or lose access to key markets. Any such outcome could adversely affect the business, financial condition and operating or financial results of the Group.

2. RISKS RELATING TO THE GROUP'S INDUSTRY

2.1 The performance of the Group's business is directly linked to general economic conditions, which may adversely affect the Group's business, financial condition, results of operations and prospects

A number of macroeconomic factors have an impact on the content-creation industry and on the Group specifically. Economic conditions in the Group's source markets are a major driver of demand for its products and solutions. As the macroeconomic environment remains challenging, this significantly affects the Group's ICC segment, which the Company expects to have represented approximately $49\%$ (c. £109 million) of the Group's revenue during the financial year ended 31 December 2025. Spending by consumers and customers on such products and solutions can be discretionary and competes with other expenses and, as a consequence, these factors can impact demand.

Market disruptions and significant economic downturns may develop quickly due to, among other things, crises affecting credit or liquidity markets, increasing unemployment rates, regional or global recessions, stagnant or declining wages, the increasing cost of living and increased

interest rates, sharp fluctuations in commodity prices (including oil), currency exchange rates, changes in interest rates, changes in inter-bank lending rates, inflation or deflation, sovereign debt and bank debt rating downgrades, restructurings or defaults. The Group is exposed to a number of market risks, some of which are of a macroeconomic nature, such as those described above, and some of which are more specific to the Group's industry, such as lower consumer spending. The Group's revenue is exposed to retail e-commerce and subscription TV, including video transmission and monitoring systems, camera accessories, lighting equipment, mobile power and supports and audio capture.

Deterioration in the economy and in default and recovery rates could also require the Group to increase allowances for impairments or write-offs, which, depending on the amount of the increase, could have a material adverse effect on the Group's business, financial condition, results of operations and prospects. As the Group operates on a global scale, its operations and performance depend significantly on global market and economic conditions. Significant deterioration in the global economic environment, the industries in which the Group sells its products and services or in the financial stability of one or more of the Group's major customers could result in fewer new orders or cause customers to postpone or cancel contracts, which could result in lower revenue, profitability and cash flows and a reduction in the Group's order backlog.

Further, persistently higher rates of inflation since 2021 globally, including in Europe and the United Kingdom, combined with high interest rates and high levels of public debt could further undermine economic growth, contribute to regional or global economic recessions, cause declines in consumer spending and confidence, increase destocking and increase borrowing costs, among other effects, each of which could materially adversely impact the Group's business and financial results. Due to its debt, the Group is also affected by higher financing charges linked to increases in interest rates. In addition, a continued increase in interest rates over a longer period combined with a slower macroeconomic recovery may lead to slower revenue recovery by the Group.

The inflationary environment combined with interest rates which remain high relative to 2021 may continue and lead to a significant reduction in purchases of the Group's products and solutions, thus resulting in declining customer demand, and significantly impact its near-term growth rates. While the Group may increase product prices in order to mitigate the impact of inflation, competitive pressures may constrain its ability to do so, and so the Group may remain subject to market risk with respect to inflationary pressures. A failure to accurately anticipate higher inflation and interest rates and factor them into the Group's product pricing assumptions may also result in mispricing of its products, which could materially and adversely impact its operating results. There may also be a higher incidence of bad debt. The Group could also be impacted by higher tax rates. In the UK, specifically, an increase in the corporate tax burden could affect costs in the head office and Videndum Production Imaging's divisional headquarters in Bury St Edmunds (UK).

While the effects have lessened, the COVID-19 pandemic materially affected major economies and the Group's key markets (the EU, the US and the UK). Notably, the COVID-19 pandemic accelerated the shift to e-commerce and customers looking for alternative sourcing arrangements. Such shifts require the Group to react promptly and failure to promptly adapt to such events may result in a loss of customers, and thereby reduce revenues of the Group. A further pandemic or other major world event could have a similarly adverse effect on macroeconomic conditions and the industry, and therefore the Group.

Periods of economic weakness or recession, high or increasing inflation, interest rates remaining high, fiscal or political uncertainty, market volatility, declining employment levels, declining consumer demand for related activities and services, disruption to the global capital or credit markets or the public perception that any of these events could occur or deteriorate, could lead to further economic instability, restricted access to debt and equity financing and counterparty defaults, which may negatively affect the performance of the Group's business.

2.2 The performance of the Group's business is directly linked to global geopolitical conditions, which may adversely affect the Group's business, financial condition, results of operations and prospects

Several developments in recent years have had a significant impact on geopolitical conditions around the world, which in turn have exacerbated macroeconomic challenges, including the trade wars between China and the United States, tariffs implemented by the US government, the Russia-Ukraine Conflict, the Israel-Gaza Conflict and the recent US/Israel-Iran Conflict.

Trade wars between China and the United States have increased tariffs on imports from China to the United States and increased other restrictions on trade between these two countries, which has and may continue to impact imports or exports of the Group and which may materially increase the Group's operating costs. In addition, social media platforms such as TikTok are a headline issue in the tensions between the United States and China. If there is further restriction on the globalisation of certain media platforms, this could hinder growth of content-creation, thereby adversely affecting sales volumes, revenues and margins of the Group. The impact of such a wide-ranging programme of tariffs may increase the risk of a global recession.

In addition, the tariffs recently implemented by the US government have a significant impact on the cost of components imported by Videndum's USA entities from certain countries, in particular China, which is currently subject to a high tariff rate. Further, importers have been holding off ordering until there is further clarity on the tariff position. There is a risk that the additional cost of tariffs cannot be passed on in full to Videndum's customers, resulting in margin erosion. Alternatively, Videndum's products may become less competitive due to the impact of increased prices. The Group has experienced a diminution of demand in the United States in the ICC segment due to the combined effects of inflation and US tariff-related price increases, which has resulted in reduced market share in entry-level products in the ICC segment.

The Russia-Ukraine Conflict and the sanctions and export-control measures instituted against Russian and Belarusian persons and entities by the United Kingdom, the EU, the United States, Canada and Japan, among others, have contributed and will likely continue to contribute to increased inflationary pressures (including increased prices for oil and natural gas), gas supply shortages, supply chain disruptions, market volatility and economic uncertainty. The discontinuation of sales by the Group to Russia as a consequence of the Russia-Ukraine Conflict continues to have an impact on the Group as it reduces the addressable market, with lost revenues of approximately £5 million per annum. In addition, the Israel-Gaza Conflict has contributed to reduced global gross domestic product, increased inflationary pressures (including increased prices for oil and gas), supply chain disruptions, market volatility and economic uncertainty, and re-escalation of that conflict could exacerbate that, particularly if there is contagion across the region and/or a major conflict with Iran. For example, the recent US/Israel-Iran Conflict could contribute to further instability in the region, and may have similar effects. The Group cannot currently predict the extent or duration of the Russia-Ukraine Conflict, the Israel-Gaza Conflict (or any re-escalation of it) or the US/Israel-Iran Conflict or their direct or indirect impact on the Group's business, results of operations, cash flows and financial condition.

2.3 The performance of the Group's business could be impacted by rapid changes in the content-creation industry, which may materially adversely affect its business, financial condition and results of operations

The content-creation industry is evolving rapidly, driven by technological innovation, changing consumer preferences, industry consolidation and the emergence of new formats and platforms, and there is a risk that the Group may not respond effectively or quickly enough to these changes. The Group remains significantly reliant on camera/video supports and cine and broadcast production, and any failure to offset the decline in these markets through diversification and innovation could adversely impact revenues. Market conditions in studio broadcast have been broadly flat in recent years, with a decline in Studio Broadcast for linear TV as demand shifts to streamed content. Sustained weakness or a slower-than-expected recovery in studio activity could adversely affect equipment volumes and upgrade cycles, which could lower the Group's sales and negatively impact profitability.

The Group's business model is exposed to shifts in content-creation trends, including the growth of podcasting, private news reporting, streaming and amateur self-produced content, which may reduce demand for cine and studio equipment. A portion of the Group's photographic supports revenue is linked to sales volumes of camera equipment, such as interchangeable lens cameras, which may decline as consumer behaviour changes.

The Group's ability to compete in the cine and broadcast markets increasingly depends on software-driven solutions, including robotics, wireless transmission and AI-enabled products. Failure to ensure sufficient software engineering capability to deliver such solutions could result in loss of market share. If the Group does not successfully anticipate and adapt to these industry changes, its products and services may become less relevant, which could lead to reduced sales, margin erosion and a material adverse effect on its business, financial condition and operating results.

2.4 The Group is subject to changes in the cost of labour and raw materials, which could materially adversely affect its business, financial condition and results of operations

The bulk of the Group's cost base comprises wages and salaries, raw materials and components and other services such as external audit/IT. The profitability of the Group's contracts will depend on its management of such costs and the ability to continue to offer competitive pricing to its customers while maintaining sufficient margins. The Group has implemented price increases, driven primarily by inflation, operating costs and tariffs imposed by the US government, which has led to reduced demand and consequent loss of market share.

The Group seeks to manage cost inflation through: (a) pricing reviews; (b) the management of substitutions to any forecast shortages and cost increases; and (c) continuing to drive greater purchasing efficiencies through supplier rationalisation and compliance. Any cost-saving initiatives undertaken by the Group could prove to be unsuccessful or not yield the anticipated results.

In some circumstances, the Group's ability to adjust prices in response to inflationary pressures is limited by price benchmarking and controls applied by both customers and brand partners. Costs could also increase as a result of an imposition of, or increase in, government-mandated minimum wages or subsidisation of health care costs for employees. Changes in utility regulations and applicable taxes, as well as increased costs imposed by external distributors in the Group's supply chain, may also increase the Group's cost base. A significant or sustained

increase in input costs to which the Group is unable to respond through cost reduction measures or price increases could have an adverse effect on the Group's business, results of operations, financial condition and prospects.

The imposition of trade tariffs on imports, in particular the recent tariff increases imposed by the US, may lead to a significant cost increase, which the Group might not always be able to pass on to its customers in full. This may lead to a reduction in margin. The Group is particularly exposed in respect of imports from China to the US, for significant components, which currently attract a very high tariff rate. Any such developments could result in increased costs and reduced profitability, which in turn could materially adversely affect the Group's financial condition and results of operations.

2.5 The Group's results are affected by fluctuations in currency exchange rates, which could materially adversely impact its financial performance

The Group's business operates in nine countries worldwide and has to manage its exposure to a number of currencies, the most significant being the British Pound, the US Dollar, Euro and Japanese Yen. The Group predominantly manages such transactional exposures to foreign currency risks through the use of forward exchange contracts.

The global nature of the Group's business means it is exposed to volatility in currency exchange rates in respect of foreign currency denominated transactions, and the translation of net assets and income statements of foreign subsidiaries and equity accounted investments. The Group is exposed to translation risk because its reporting currency is sterling and hence fluctuations in foreign exchange rates impact the consolidation into sterling of foreign currency denominated assets, liabilities and earnings. The Group is exposed to economic risk because it expects fluctuations in foreign exchange rates to impact the overall cash flow generated by its business and ultimately its likely market valuation.

The Group has some exposures to transaction risk. Whilst supply chains are predominantly local and consequently in local currencies, there are some exceptions around the Group where suppliers are located in different countries or landlords prefer payment in a non-domestic currency. The realisation of any of these risks could have a material adverse effect on the Group's business, results of operations and financial condition.

Significant adverse movements in exchange rates that the Group cannot fully hedge could lead to reduced revenue, margin compression, increased costs and volatility in reported earnings, each of which could materially adversely affect the Group's business, financial condition and results of operations.

2.6 The seasonality of the Group's businesses and timing of major events could negatively impact the Group's operations

The Group's business has historically been seasonal in nature and subject to seasonal peaks associated with festive period and end-of-year promotions (such as Black Friday). End user-oriented products for special events are an important part of the Group's sales mix. The Group has historically (i.e. prior to 2023) performed more strongly in terms of higher sales and operating profits during the second half of the financial year (being the six months to 31 December) as it includes these seasonal periods. Variations to seasonal peaks, which are outside of the Group's control, have affected and will continue to affect the Group's results.

The Group's business is also partly subject to sales and order peaks as a result of key events, such as major presidential or other key world leader elections, the FIFA World Cup and the Summer and Winter Olympic games. These peaks in revenue have generally been influenced by higher than average levels of demand in the Group's products and services in the period immediately prior to, and during, these key events. If sales during peak seasonal periods are significantly lower than expected for any reason, the Group may be unable to adjust its expenses in time to react to reduced levels of sales. To the extent that the Group is not able to identify and adjust for changes in expectations or is confronted with negative conditions that inordinately impact seasonal norms, the Group's business and financial results may be adversely affected.

2.7 The Group operates in highly competitive markets, which could materially adversely affect the business, financial condition and operating or financial results of the Group

The manufacturing and distribution of products and solutions to the film and content-creation markets in which the Group operates is highly competitive. This is fragmented with different competitors in each market segment. Such competitors may improve their competitive position by successfully introducing new products, improving their manufacturing processes or expanding their capacity or manufacturing facilities, and offering cheaper products. The Group may be unable to keep pace with competitors' products and manufacturing process innovations and efficiencies.

Competition between manufacturers and distributors can result in significant pressure on prices which may adversely affect sales volumes, revenues and margins. Moreover, in response to changes in demand for products in a declining price environment, competitors of the Group may price their products more aggressively in order to retain market share, which can result in an adverse market environment in the short-term until the market reaches a new equilibrium. In entry-level products, particularly tripods and supports within the ICC segment, the Group faces intense price competition from Chinese manufacturers, which has increased price pressure and contributed to market share losses in these products.

In addition, if the markets for the products of the Group expand, there may be an increase in new competitors and existing competitors may commit more resources to the markets in which the Group will operate, further enhancing existing competition. If the Group cannot maintain its competitive position, it may experience reduced revenue, margin compression, loss of market share and increased costs to respond to competitive pressures. Any such outcome could materially adversely affect the Group's business, financial condition, operating results and cash flow of the Group.

2.8 The Group's operations could be impacted by extreme weather events, rising temperatures and other physical impacts of climate change. In addition, the Group could incur significant costs seeking to mitigate its environmental impact and in responding to regulations designed to mitigate climate change

There are a number of significant transition and physical risks associated with the impact of climate change which could affect the Group's operations and incur costs. Transition risks, which may increase over time as the global economy decarbonises, impact all businesses and are the most significant climate related risk to the Group. The Group is exposed to the following transition risks as it progresses towards its net zero targets:

Policy and legal risk: Capital and operating expenses required in order to comply with environmental laws and regulations, such as the adoption of the Task Force on Climate-

Related Financial Disclosures recommendations, can be significant. In addition, regulations such as the EU Carbon Border Adjustment Mechanism regulation and/or legislation changes relating to environmental matters could give rise to additional costs.

Markets risk: Additional operating costs for the Group may be incurred as a result of increased energy prices and cost of raw materials. In addition, changing customer preferences towards sustainable products means that the Group's position in the market may be at risk if it does not evolve its products and services to reflect sustainability developments.
Reputation risk: If the sustainability credentials of a company continue to be important among stakeholders, or become increasingly so, a failure by the Group to communicate its ESG strategy and plans to reduce its carbon emissions could result in low investment opportunities and potential damage to its reputation.
Physical risk: Physical risks resulting from climate change can be driven by a specific extreme weather event or by gradual shifts in climate patterns, such as global warming. The Group is exposed to the following physical risks:
Acute risk: Increased frequency of natural disasters including flooding, wildfires and heatwaves may impact the Group's sites, causing severe damage to property, plant and equipment as well as disruptions to logistics and key supply chain operations. For example, the Southern California wildfires in January 2025 caused delays in some Hollywood productions, which in turn affected sales in Videndum's Creative Solutions division and resulted in delayed revenue. Increased frequency of natural disasters may concurrently result in an overall increase in insurance premiums. The Group's suppliers, many of which are located across high-risk locations, may also be impacted by increasing frequency and intensity of weather events. This may delay the shipment of components, which could jeopardise the fulfilment of large orders or lead them to be cancelled. In addition, extreme weather events may result in higher working capital due to increased buffer stock needs and disruption to logistics, as the Group is no longer able to rely on just-in-time operations.
Chronic risk: Long-term shifts in climate patterns such as rising mean temperatures, sea level rise and water stress may result in increased costs for the Group. Increased rising mean temperatures may cause a higher demand for cooling to maintain optimum temperatures for the Group's staff and products, resulting in higher energy costs. There may also be an impact on productivity, for example, having to arrange break times, or health and safety concerns. In addition, rising sea levels may result in damage to ports along key supply chain routes, resulting in delays and increased costs for the Group.

3. RISKS RELATING TO REGULATION AND LEGISLATION

3.1 Failure to comply with existing regulations, or the introduction of changes to existing laws and regulations, could have a material adverse effect on the Group's business, financial condition, results of operations and prospects

The Group's operations are subject to government regulations in the jurisdictions in which it operates and are subject to complex, overlapping and rapidly evolving laws, regulations and licensing requirements, which are administered by a large number of regulatory and

enforcement authorities at an international, national and local level. The laws and regulations governing the Group's industry have become increasingly complex across a number of jurisdictions and in a wide variety of areas, including, among others, sanctions, labour, employment, immigration, security, health and safety, competition and antitrust, consumer protection (including data protection), tax and the environment.

The Group is required to comply with the provisions of the UK Bribery Act 2010 ("Bribery Act") and legislation aimed at preventing the facilitation of tax evasion, as well as the local equivalent laws in the territories in which the Group operates. Any failure by the Group's employees and agents to comply with the Bribery Act and applicable laws and regulations in foreign jurisdictions, including those relating to anti-competitive behaviour and breaches of trade sanctions, could result in substantial civil and criminal penalties, fines or restrictions on the Group's ability to conduct business in certain foreign jurisdictions or reputational damage, and the Group's business, financial condition and operating or financial results could be materially adversely affected.

The Group is also required to comply with data protection laws in the jurisdictions in which it operates. The Group processes personal data (such as name, address, age, bank and credit card details and other personal data) from its employees, customers, brand partners, clients and other business contacts as part of the operation of its business, and therefore must comply with applicable data protection and privacy laws. The Group is subject to the General Data Protection Regulation (EU) 2019/679 (as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 and implemented through the Data Protection Act 2018) (the "GDPR"), in effect since 25 May 2018, which requires the ability to evidence compliance against a large number of mandatory obligations relating to personal data processing activities including being able to respond to an increased range of data subject rights and mandatory personal data breach response reporting. Those laws generally impose certain requirements on the Group in respect of the collection, retention, use and processing of such personal information. Failure to comply with such data privacy laws and regulations may lead to complaints by individual data subjects, investigations by regulators, fines, penalties, claims and reputational damage.

In addition, as the data protection landscape evolves the Group will need to ensure its controls are kept up to date, but may be unable to invest on an ongoing basis to ensure such controls are current and adequate to keep pace with the growing threat. The GDPR includes significant financial penalties up to the higher of 4% of the annual worldwide turnover of company groups or £17.5 million, and potential sanctions for breach may be increased in the future. Ensuring compliance with the GDPR is an ongoing process and it is possible that, despite the Group's efforts, supervisory authorities or other third parties will assert that the Group's practices do not comply with aspects of the GDPR.

Any failure or suspected failure to comply with any of these regulations may result in increased regulatory scrutiny through inquiries or investigations, increased costs of compliance for, among other things, employee screening and increased insurance costs. Training employees and investing in and implementing systems to remain in compliance with applicable laws and regulations also imposes additional costs for the operation of the Group's business. The Group could also be subject to governmental and private civil remedies, including fines, penalties, damages, injunctions, disciplinary actions, recalls or seizures and loss of licences, as well as potential criminal sanctions, any of which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

3.2 The Group is subject to increasingly stringent health, safety and environmental laws and regulations (including relating to the manufacture and production of the Group's

products), which could result in increased costs and fines, as well as the potential for reputational damage, and may impact demand for such products

The Group is subject to an array of health, safety and environmental laws and regulations at the international, national and local level in multiple jurisdictions that govern its facilities and operations, including for example the Health and Safety at Work etc. Act 1974, US Occupational Safety and Health Administration rules and the Registration, Evaluation, Authorisation and Restriction of Chemicals (Regulation (EC) No. 1907/2006) (as amended and updated from time to time), which has also been substantially integrated into United Kingdom domestic law by virtue of REACH etc. (Amendment etc.) (EU Exit) Regulations 2019.

The Group currently has active manufacturing facilities located in the United Kingdom, Italy, Costa Rica and the United States. These types of regulatory controls and restrictions have become increasingly demanding in the United Kingdom, the United States and the European Union and it is expected that this trend will continue.

Such health, safety and environmental laws and regulations govern activities including the manufacture, storage, handling, treatment, transportation and disposal of wastes, operation and closure of landfills, human health and safety, process safety and risk management and fire safety and are present in all of the jurisdictions in which the Group operates. Some of the Group's processes include the use of chemical and hazardous waste. Specific risk areas include the use of forklift trucks, manual handling and machining activities. In addition, certain employees and contractors also work as riggers for major sporting events, which presents additional health and safety risks.

Environmental laws and regulations are complex and these laws and their enforcement have tended to become more stringent over time. In addition, changes in environmental, health and safety regulations in jurisdictions where the Group manufactures and sells products could lead to a decrease in demand for these products. In addition, changes in regulations and health and safety concerns could increase the costs incurred by customers to use the Group's products and otherwise limit the use of these products, which could lead to decreased demand for these products. Such a decrease in demand likely would have an adverse effect on the business, financial condition and operating or financial results of the Group.

If the Group does not accurately predict or make adequate provision for the amount or timing of costs of any future compliance or if the Group misinterprets its obligations under any of these regulatory changes, it may find itself in violation of laws, regulations or permits. Whilst the Group believes it has appropriate policies and procedures in place, given the continually evolving regulatory landscape, violations of environmental, health and safety requirements, whether current or future, may result in substantial fines or penalties, the imposition of other civil or criminal sanctions, clean-up costs and other remediation or restoration requirements. In addition, such violations may result in claims to the Group for personal injury or property damages or restrictions on, or the suspension of, operating permits or activities. The impact on the business of the Group or its financial condition or results of operations in any period in which such costs need to be incurred could be material. In addition, non-compliance with laws and regulations may also cause reputational damage to the Group (which could in turn impact the Group's ability to successfully tender for new business).

Further, these health, safety and environmental laws and regulations impose a significant administrative obligation on the Group, as managers and employees have to devote significant time to compliance with these requirements and therefore have less time to dedicate to the business. If additional or more stringent requirements were to be imposed in the future, it would

increase this burden, which could have a material adverse effect on the Group's business, operating results (as a result of increased costs or lower revenues), financial condition and prospects.

3.3 The Group may become involved in legal proceedings from customers, employees, suppliers, third parties and others in the ordinary course of business, which could result in material settlements, fines or penalties and may adversely impact the Group's business, results of operations and financial condition

The Group may become subject to claims and actions incidental to its business operations in the ordinary course, including with clients, customers, suppliers, employees, regulators and tax authorities, the outcome of which may not always be predictable and which could result in material settlements, fines or penalties. For example, customer claims relating to the use of products and software, product recalls and product quality are not uncommon in the manufacturing sector. The occurrence of product recalls could negatively impact the price and availability of products, potentially resulting in disruptions in the supply chain, significantly increased costs and reduced margins – as well as causing reputational damage. Claims can also be made against the Group by clients, suppliers, contractors, consultants and other third parties with whom the Group does business, for breach of contract or otherwise. The Group could also face the risk of claims of illness, injury or death relating to public liability, given the provision of services by the Group for sporting events and other large projects which creates a public liability risk due to the use of specialist cameras and rigging equipment. In addition, there may be a risk of employment claims based on, among other things, discrimination, harassment, wrongful termination and issues such as rest breaks, meal breaks, overtime compensation, allocation of gratuities among staff and holiday pay.

Furthermore, in circumstances where the Group has sold businesses, it has given (where appropriate) certain warranties and indemnities to the purchasers of such businesses and may have other exposure to third parties in respect of the disposed business, including for example any undischarged guarantee and indemnity arrangements or other undertakings. A breach of such warranties and indemnities by the Group or any crystallisation of other third-party liabilities could give rise to contractual or other claims and litigation and expose the Group to material losses. In addition, certain customer contracts (for example, those relating to the provision of broadcast services for major live events) may contain material contractual penalty clauses or expose the Group to significant liabilities in the event of non-performance or service failure, such as substantial contractual penalties, claims for damages or loss of future business. The financial and reputational consequences of such an event could be significant and may not be fully mitigated by insurance or contractual limitations of liability.

Regardless of whether a claim is successful, involvement in high profile litigation can cause reputational damage to the Group (which could in turn impact the Group's ability to successfully tender for new business), as well as diverting financial resources and the attention of key personnel away from the operation of the business. If one or more large claims were successful, or if there is a significant increase in the number of claims, the financial consequences and the adverse publicity could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

3.4 Failure to comply with employment laws and regulations, including those relating to immigration, may adversely affect the business of the Group

The Group had approximately 1,250 employees as at 31 December 2025 in nine countries. It regularly attracts and retains overseas employees who require visas and/or work permits to

work in the country in which they are employed. The Group is subject to various regulations governing its relationships with its employees, including such matters as minimum wage requirements, the treatment of part-time workers, employers' national insurance or social security contributions, overtime and other working conditions. In addition, the Group employs a number of contractors, and there is a risk they may deemed to be de facto employees if controls are not managed and monitored regularly. A failure to comply with one or more regulations could result in the imposition of sanctions, third-party litigation or result in reputational damage to the Group, any of which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

Additionally, failure by the Group to comply with immigration laws and regulations in any of the countries in which it operates could result in financial or other sanctions. Immigration laws and regulations are subject to legislative and administrative changes as well as changes in their application standards and enforcement. The operations of the Group may be adversely affected if changes in immigration laws or regulations impair its ability to hire overseas personnel. This could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

3.5 Risks relating to exposure to additional tax liabilities and review of Employee Retention Credit (ERC) claims may adversely affect the business of the Group

Due to the global nature of the business of the Group, it is subject to income taxes in multiple jurisdictions. Significant judgment and estimation are required in determining worldwide provision for income taxes. In the ordinary course of the business of the Group there are various transactions and calculations, including intercompany transactions and cross-jurisdictional transfer pricing, for which the ultimate tax determination is uncertain or otherwise subject to interpretation. As for most multinationals, the current tax environment is creating increased levels of uncertainty and the Group is potentially subject to tax audits in many jurisdictions. By their nature these are often complex and could take a significant period of time to be agreed with the tax authorities. The Group estimates and accrues taxes that will ultimately be payable when reviews or audits by tax authorities of tax returns are completed. These estimates include management judgments about the position expected to be taken by each tax authority, primarily in respect of transfer pricing as well as in respect of financing arrangements and tax credits and incentives. The final determination of any such tax audits could differ from historical income tax provisions and accruals and any additional tax liabilities resulting from such final determination could have a material adverse effect on the business, financial condition and operating or financial results of the Group. It is difficult to assess in advance the likelihood of any adverse final judgments or outcomes arising out of any proceedings with national or regional tax authorities to which the Group is or may in the future be subject.

In August 2025 HMRC reopened an enquiry from 2021 into historic controlled foreign company ("CFC") financing arrangements of certain overseas subsidiaries of the Group. The original enquiry had been suspended pending the final judgment of the European Court of Justice regarding the European Commission's State Aid investigation into the 'group financing exemption' in the UK CFC rules, which resulted in the Group being refunded £3.3 million from HMRC. In December 2025 HMRC issued a discovery assessment relating to the financial year ended 31 December 2021 for additional corporation tax of approximately £200,000. While the Group has appealed the discovery assessment and applied to postpone the payment of the tax assessed, the timing and outcome of HMRC's enquiries remain uncertain and any adverse determination could result in additional tax liabilities, interest and penalties. Based on external advice, the Group estimates that the maximum potential exposure is approximately £500,000.

In addition, in January 2024 the Group filed tolling claims for certain grants in relation to COVID-19 under the Employee Retention Credit (ERC) program in the US in respect of the Company's US operating subsidiaries given pending legislation that would have foreclosed any claims (meritorious or not). The Company thereafter engaged in a review and determined that some of these claims were not fully supportable and amended the relevant filings. While the Group has determined that the rest of its claims are well-supported, all filings are subject to potential review and challenge by the US government. If any claims are disallowed, the Group could be required to repay amounts received (together with interest) and, in more serious cases, additional sanctions could be imposed (albeit the Group considers this risk to be low).

Changes in tax legislation or guidance could affect the tax rate, the carrying value of deferred tax assets or the deferred tax liabilities of the Group. For example, governments in the jurisdictions in which the Group operates may introduce punitive or significant increases in employer-related taxes, such as national insurance or social security contributions, payroll taxes or other employment-related taxes, which in turn would impact the Group's cost base. Any tax audit, tax proceeding or changes in tax legislation or guidance could, as a result of any of the above risks, materially adversely affect the business, financial condition and operating or financial results of the Group.

3.6 The Group is exposed to the risk of fraud and other dishonest activity, which may have a material adverse effect on the Group's businesses, results of operations, financial condition or prospects

While the Group has checks and controls in place at its business, there remains the potential for fraud and other dishonest activity within the business and the risk of fraud or dishonest activity affecting the Group or the Group's customers in the future cannot be excluded. The Group may be exposed to fraud including misappropriation of assets, social engineering by an external or internal person, fraudulent financial reporting, collusion, bribery or other fraud scheme. The current restructuring activity may lead to possible disruption to the internal controls which may increase the risk of fraud. It is possible that the internal controls and processes that the Group have in place to prevent and detect fraud may be inadequate. Any fraud incident or dishonest activity affecting the Group may result in financial losses, a loss of customer trust and confidence, as well as litigation or financial or other regulatory penalties being imposed, any of which may have a material adverse effect on the Group's businesses, results of operations, financial condition or prospects.

4. RISKS RELATING TO THE CAPITAL RAISING AND THE SHARES

4.1 Most Shareholders will experience dilution in their ownership of the Company as a result of the Capital Raising and the Debt for Equity Conversion

Most Shareholders' economic and proportionate voting rights in the Company will be materially reduced as a result of the Refinancing. In particular, if a Qualifying Shareholder who is not a Placee does not take up their Open Offer Entitlements, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Capital Raising and the Debt for Equity Conversion. As a result of the issue of the Firm Placing Shares and the Debt for Equity Shares, even if a Qualifying Shareholder who is not a Placee takes up their Open Offer Entitlements in full, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Firm Placing and the Debt for Equity Conversion. Excluded Shareholders are excluded from the Capital Raising, including, among others, all Shareholders in the United States and Canada (subject to certain

exemptions) and the other Excluded Territories, and will therefore experience dilution as a result of the Capital Raising and the Debt for Equity Conversion.

In addition, Shareholders who hold a small number of Existing Ordinary Shares that, under the Consolidation, will be consolidated into a fraction of a Consolidated Share will no longer be a Shareholder in the Company and will not be entitled to participate in the Open Offer.

4.2 The market price of the New Ordinary Shares could be subject to volatility

The market price of the New Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the market regarding these securities. These fluctuations could result from national and global economic and financial conditions, market perceptions of the Group and its industry and various facts and events, including regulatory changes affecting the Group's operations, market appraisal of the Group's strategy, changes to the Group's credit rating, variations in the Group's operating results and financial position and/or business developments of the Group and/or its competitors (including the operating and share price performance of such competitors). Furthermore, the Group's operating results and financial position and prospects from time to time may be below the expectations of market analysts and investors. The amount and frequency of these fluctuations has increased in recent years as a result of stress in the global financial markets. Any of these events, as well as others, could result in a decline in the market price of the New Ordinary Shares.

The Company also has a number of major Shareholders with material holdings in the Company which will be retained following the Refinancing. In addition, the Company is also undertaking the Debt for Equity Conversion pursuant to which Polus Capital will also become a major Shareholder as a result of the Debt for Equity Shares it will receive. A large sale of Ordinary Shares by any of these major Shareholders could cause material fluctuations in the value of the Ordinary Shares.

4.3 The market price for the New Ordinary Shares may decline below the Offer Price and Shareholders may not be able to sell New Ordinary Shares at a favourable price after the Refinancing

There is no assurance that the public trading market price of the New Ordinary Shares will not decline below the Offer Price. If that occurs, Qualifying Shareholders will suffer an immediate unrealised loss as a result, which may be significant. Therefore, the Offer Price at the time of the Capital Raising may not be indicative of the market price for the Ordinary Shares after the Refinancing has been completed. The market price of the Ordinary Shares may fluctuate, depending upon many factors beyond the Group's control.

The market price of the Ordinary Shares is also subject to fluctuations in response to the Refinancing and the investor perception of the success and impact of the Refinancing and may not always reflect the underlying asset value of the Group. In particular, the market price of the Ordinary Shares is largely dependent on the Offer Price. A significant drop in the market price of the Ordinary Shares, such that the market price of the Ordinary Shares becomes equal to or lower than the Offer Price, would therefore also adversely affect the value of the New Ordinary Shares. Videndum cannot assure investors that the market price of its Ordinary Shares will not decline. Should the market price of Ordinary Shares decline below the Offer Price after a Shareholder has decided to purchase Capital Raising Shares, which cannot be revoked or modified, that Shareholder will suffer an immediate unrealised loss as a result. Moreover, the Group cannot assure that a Shareholder will be able to sell the Capital Raising Shares at a price equal to or greater than the Offer Price following the Capital Raising.

Other than in connection with the Capital Raising and the Debt for Equity Conversion or pursuant to employee share plans, the Group has no current plans for a subsequent offering of Ordinary Shares in the next 12 months. However, it is possible that the Group may decide to undertake such an offering in the future. An additional offering could have an adverse effect on the market price of the outstanding New Ordinary Shares.

4.4 The Company's ability to pay dividends to Shareholders is currently restricted and the making of any such payments in the future is not guaranteed

As announced by the Company in its 2025 Half Year Results, the existing terms of the RCF currently preclude the Board from declaring a dividend. The New Debt Facilities also contain certain restrictions on the declaration of dividends. The Board recognises the importance of dividends to the Group's shareholders and intends to resume payment of a progressive and sustainable dividend when it is permitted and it is appropriate to do so, but there can be no guarantee that it will be able to do so.

Further, under English company law, a company can only make distributions to the extent that it has distributable reserves available for this purpose. As a holding company, the Company's ability to make distributions in the future is affected by a number of factors, principally its ability to receive sufficient dividends from its subsidiaries. These requirements could limit the payment of dividends and distributions to the Company by its subsidiaries, which could in the future restrict the Company's ability to make distributions to Shareholders.

4.5 It may not be possible to effect service of process upon the Company or the Directors or enforce court judgments against the Company or the Directors and the ability of Overseas Shareholders to bring actions or enforce judgments against the Company or its Directors may be limited

The Company is a public limited company incorporated in England and Wales. As a result, the rights of Shareholders are governed by English law and the Articles of Association and may differ from the rights of shareholders in typical US corporations. In addition, the ability of Overseas Shareholders to bring an action against the Company may be limited under English law, and it may not be possible for investors outside of the UK to effect service of process outside the UK against the Company or the Directors, or to enforce the judgment of a court outside the UK against the Company or the Directors. In addition, English law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a corporation in the United States.

Likewise, Overseas Shareholders may not be able to enforce any judgments under the securities laws of countries other than the UK against the Directors who are residents of the UK or countries other than those in which judgment is made, and English or other courts may not impose civil liability on the Directors in any original action based solely on foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction.

4.6 Overseas Shareholders may not be able to acquire New Ordinary Shares in the Capital Raising

Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by certain Shareholders in the Capital Raising or any future issue of Ordinary Shares. In particular, and subject to certain limited exceptions, Shareholders who are located in the US will not be able to exercise their rights in the Capital Raising or on a future issue of Ordinary Shares unless a registration statement under the US Securities Act is effective with respect to

the Ordinary Shares or an exemption from the registration requirements is available under the US Securities Act. The Capital Raising Shares and the Open Offer Entitlements have not been and will not be registered under the US Securities Act. There will be no public offering of the Capital Raising Shares or the Open Offer Entitlements in the United States. As a result, subject to certain limited exceptions, Shareholders who are located or resident in the United States will be excluded from participating in the Capital Raising, and Videndum may in its sole discretion refuse to allow any such Shareholders to take up Capital Raising Shares. Accordingly, such Shareholders will suffer dilution and may not be fully compensated for such dilution, as described in Risk Factor 4.1. In addition, Videndum may not file any such registration statements for any future issue of Ordinary Shares, and an exemption to the registration requirements of the US Securities Act may not be available in any case. In such an event, Shareholders with a registered address, or who are located, in the United States would be unable to participate in such an issue.

Securities laws of certain other jurisdictions may restrict the Company's ability to allow participation by Shareholders in such jurisdictions in any future issue of shares carried out by the Company.

Qualifying Shareholders who have a registered address in or who are incorporated, registered, resident or located in countries other than the UK should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to acquire Capital Raising Shares. Any Shareholder who is not entitled to participate in the Capital Raising or any future issue of Ordinary Shares carried out by the Company will suffer dilution.

4.7 Investors in the New Ordinary Shares may be subject to exchange rate risk

The New Ordinary Shares are priced in pounds sterling and will be quoted and traded in pounds sterling. Accordingly, any investor outside the United Kingdom or whose principal currency is not pounds sterling is subject to adverse movements to their local currency against pounds sterling.

PART II

IMPORTANT NOTICES

1. GENERAL

The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult their own legal, financial or tax adviser for legal, financial or tax advice. In making an investment decision, each investor must carry out their own examination and analysis of Videndum and the terms of the Capital Raising, including the merits and risks involved.

Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to item 10 of the PRM, neither the publication of this document nor any distribution of the New Ordinary Shares shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Group taken as a whole since the date of this document or that the information contained herein is correct as at any time subsequent to its date.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors, the Group, Lazard, Investec or any other person involved in the preparation of this document. Any decision to invest in the New Ordinary Shares should be based on a consideration of this document as a whole by the investor. No representation or warranty, express or implied, is made by the Company, the Directors, the Group, Lazard, Investec or any other person involved in the preparation of this document as to the accuracy or completeness of such information or representation. Nothing contained in this document is, or shall be relied upon as, a promise or representation by the Company, the Directors, the Group, Lazard, Investec or any other person involved in the preparation of this document as to the past, present or future.

2. NO INCORPORATION OF WEBSITES

The contents of the Company's website (www.videndum.com) and the contents of any website accessible from hyperlinks on such website (other than the information as set out in Part XIV (Documents Incorporated by Reference)) do not form part of this document and no one should rely on them.

3. FORWARD-LOOKING STATEMENTS

This document may contain projections and other forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'intend', 'aim', 'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect', 'may', 'should', 'will', 'continue' or, in each case, their negative and other variations or other similar or comparable words and expressions. All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Company's financial position, business strategy, potential plans and potential objectives, are forward-looking statements. Such forward-looking statements may involve known and unknown risks, uncertainties and other factors, including the Risk Factors set out in Part I (Risk Factors), which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate. Such forward-looking statements relate to future events or the future performance of the Company and the Group but do not seek in any way to qualify the Working Capital Statement.

None of the Company, its officers, advisers, or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur, in part or in whole.

The forward-looking statements in this document speak only as at the date of this document. To the extent required by applicable law or regulation (including as may be required by the Companies Act, the PRM, the UK Listing Rules, MAR, the Disclosure Guidance and Transparency Rules and FSMA), the Company will update or revise the information in this document. Otherwise, neither the Company, Lazard nor Investec assume any obligation to update or provide any additional information in relation to such forward-looking statements. Additionally, statements of the intentions or beliefs of the Board and/or the Directors reflect the present intentions and beliefs of the Board and/or Directors, respectively, as at the date of this document and may be subject to change as the composition of the Board alters, or as circumstances require.

4. NO FORECASTS OR ESTIMATES

Nothing in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per share or dividend per share for the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for the Company.

5. PRESENTATION OF FINANCIAL INFORMATION

The historical and other financial information presented in this document has been extracted without material adjustment from the Historical Financial Information detailed in Part IX (Historical Financial Information) incorporated by reference and as set out in Part XIV (Documents Incorporated by Reference).

The 2025 Half Year Results (including the restated comparative financial information for the six months ended 30 June 2024 as presented therein) and the 2024 Annual Financial Statements (including the restated comparative financial information for the year ended 31 December 2023 as presented therein) are presented in pounds sterling. The 2024 Annual Financial Statements (including the restated comparative financial information for the year ended 31 December 2023 as presented therein) have been prepared in accordance with UK-adopted International Accounting Standards as applied in accordance with the provisions of the Companies Act 2006 and IFRS as issued by the IASB.

The unaudited and unreviewed condensed consolidated interim financial statements for the Group as at, and for, the six months ended 30 June 2025 as detailed in the 2025 Half Year Results were prepared in accordance with UK-adopted International Accounting Standards 34 "Interim Financial Reporting" and the Disclosure Guidance and Transparency Rules of the FCA. The 2025 Half Year Results have not been audited or reviewed by Videndum's independent auditors. The preparation of the 2025 Half Year Results did not involve an independent examination of underlying financial information by Videndum's independent auditors, nor have the 2025 Half Year Results been reported on by Videndum's independent auditors as free from material misstatement or otherwise.

The historical and other financial information presented in this document does not and is not intended to comply with the requirements of Regulation S-X under the US Securities Act and the rules and regulations of the SEC promulgated thereunder.

Prospective investors should consult their own professional advisers to gain an understanding of the financial information contained in this document.

ALTERNATIVE PERFORMANCE MEASURES

This document contains certain alternative performance measures ("APMs") that are not defined or recognised under IFRS, which are set out below. APMs should not be considered in isolation and investors should not consider such information as alternatives to revenue, profit before tax or cash flows from operations calculated in accordance with IFRS, as indications of operating performance or as measures of the Group's profitability or liquidity. Such financial information must be considered only in addition to, and not as a substitute for or superior to, financial information prepared in accordance with IFRS included elsewhere in this document. Investors are cautioned not to place undue reliance on these APMs and are also advised to review them in conjunction with the 2024 Annual Financial Statements and the 2025 Half Year Results.

Adjusted Basic Earnings Per Share

Calculated as adjusted profit after tax divided by the weighted average number of ordinary shares outstanding during the period.

Adjusted Operating Profit

Calculated as (loss)/profit before tax, before net finance expense, and before adjusting items (as defined below). This is a key management incentive metric. Adjusting items include non-cash charges such as amortisation of intangible assets that are acquired in a business combination, impairment of disposed entities or groups of asset(s) and effect of fair valuation of acquired inventory and property, plant and equipment. Cash charges include items such as transaction costs, earnout, retention and deferred payments, and significant costs relating to the integration of acquired businesses.

"Adjusting items"

The following are the Group's principal adjusting items when determining Adjusted Operating Profit:

amortisation of intangible assets that are acquired in a business combination;
amortisation of capitalised development costs and purchased software;
impairment of assets:
impairment of discontinued operations and non-current assets classified as held for sale;
impairment of intangible assets;
impairment of property, plant and equipment; and
impairment of inventory;
acquisition related charges:
earnout charges and retention bonuses agreed as part of the acquisition;
transaction costs;

o effect of fair valuation of acquired inventory;
o effect of fair valuation of property, plant and equipment; and

restructuring and other associated costs arising from significant strategy changes not considered to be part of the normal operating costs of the business;
finance expense:
amortisation of loan fees on borrowings for acquisitions; and
unwind of discount on liabilities and other interest.

Other adjusting items include: (i) profit/loss on disposal of businesses; (ii) past service charges associated with defined benefit pensions, such as gender equalisation of guaranteed minimum pension for occupational schemes; and (iii) other significant initiatives not related to trading.

In addition to the above, the current and deferred tax effects of adjusting items are taken into account in calculating post-tax APMs. In addition, the following are treated as adjusting items when considering post-tax APMs:

significant adjustments to current or deferred tax which have arisen in previous periods but are accounted for in the current period; and
the net effect of significant new tax legislation changes.

Adjusted (loss)/profit before tax

Calculated as (loss)/profit before tax, before adjusting items.

Adjusted (loss)/profit after tax

Calculated as (loss)/profit after tax before adjusting items.

Constant currency

Constant currency variances are derived by calculating the current year amounts at the applicable prior year foreign currency exchange rates, excluding the effects of hedging in both years. Revenue growth is represented on a constant currency basis as this best represents the impact of volume and pricing on revenue growth.

Net Debt

Net Debt comprises the following:

cash and cash equivalents (cash on hand and demand deposits at banks);
bank overdrafts that are payable on demand;
interest-bearing loans and borrowings; and

lease liabilities.

7. CURRENCY PRESENTATION

Unless otherwise indicated, all references in this document to “£”, “pounds”, “pounds sterling” are to the lawful currency of the United Kingdom and references to “pence” or “p” represent pence in the lawful currency of the United Kingdom.

Unless otherwise indicated, all references in this document to “EUR”, “€” or “euro” are to the lawful currency in the Member States of the European Union that have adopted the single currency introduced in application of the European Economic Community Treaty.

Unless otherwise indicated, all references in this document to “$”, “USD”, or “US dollar” are to the lawful currency of the United States.

8. ROUNDING

Certain numerical figures contained in this document, including financial information, market data and certain operating data, have been subject to rounding adjustments for ease of presentation. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.

9. MARKET AND INDUSTRY INFORMATION

Unless the source is otherwise stated, the market, economic and industry data in this document constitute the Directors’ estimates, using underlying data from independent third-parties. Market data and certain industry data and forecasts included in this document have been obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Estimates based on this data involve risks and uncertainties and are subject to change based on various factors.

10. THIRD-PARTY INFORMATION

The Company confirms that all third-party information contained in this document has been accurately reproduced and that, as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third-party information has been used in this document, the source of such information has been identified.

11. ENFORCEMENT OF CIVIL LIABILITIES

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England and Wales. The rights of holders of Ordinary Shares are governed by English law and by the Articles of Association. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations.

An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. The majority of the Directors and executive officers are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers within that shareholder’s country of residence or to enforce against the Directors and executive officers judgments of courts of that shareholder’s country of

residence based on civil liabilities under that country's securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the United Kingdom against the Directors or executive officers who are residents of the United Kingdom or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on the foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries.

In addition, a significant portion of the Company's assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Company or to enforce against the Company judgments of courts in the United States, whether or not predicated upon the civil liability provisions of the federal securities laws of the United States or other laws of the United States or any state thereof. In addition, there is doubt as to whether certain non-US courts (including the courts of England) would accept jurisdiction and impose civil liability if proceedings were commenced in such non-US jurisdictions (including England) predicated solely upon US securities laws. In addition, there can be no assurance that civil liabilities predicated upon federal or state securities laws of the United States will be enforceable in any part of the United Kingdom or any other jurisdiction.

12. NOTICE TO INVESTORS IN THE UNITED STATES OF AMERICA

Subject to certain limited exceptions, neither this document nor the Application Form constitutes, or will constitute, or forms part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase, subscribe for, or take up entitlements to the Capital Raising Shares to any person with a registered address in, or who is resident of, the United States.

The New Ordinary Shares and Open Offer Entitlements are only being offered and sold (a) outside the United States in reliance on Regulation S and (b) in the United States solely by the Company and exclusively to certain QIBs, in reliance on the exemption from registration provided for private placements by section 4(a)(2) of the US Securities Act or pursuant to another applicable exemption.

In reliance on the exemption from registration provided for private placements by section 4(a)(2) of the US Securities Act or pursuant to another applicable exemption, every acquirer of New Ordinary Shares in the United States will be required to represent, warrant and agree that they are a QIB, and to execute a statement addressed to the Company, in accordance with the form available from the Company.

Any person in the United States who obtains a copy of this document or an Application Form and who is not a QIB is required to disregard them.

No representation has been, or will be, made by the Company or Investor as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any applicable securities laws of any state or other jurisdiction of the United States for the reoffer, pledge or transfer of the New Ordinary Shares.

In addition, until 40 days after the commencement of the Capital Raising, an offer, sale or transfer of the New Ordinary Shares within the United States by a dealer (whether or not participating in the Capital Raising) may violate the registration requirements of the US Securities Act.

PART III

REFINANCING STATISTICS

Number of Existing Ordinary Shares in issue as at the Latest Practicable Date^{(1)}	103,613,404 Existing Ordinary Shares
Consolidation Ratio	1 Consolidated Share for every 200 Existing Ordinary Shares^{(7)}
Number of Consolidated Shares in issue immediately following completion of the Capital Reorganisation^{(2)(7)}	518,068 Consolidated Shares
Offer Price per Capital Raising Share	270 pence
Basis of Open Offer^{(3)}	5 New Ordinary Shares for every 400 Existing Ordinary Shares
Discount of the Offer Price to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date)	87%
Number of Capital Raising Shares to be issued pursuant to the Firm Placing^{(3)}	30,186,315 New Ordinary Shares
Number of Capital Raising Shares to be issued pursuant to the Placing and Open Offer^{(3)}	1,295,167 New Ordinary Shares
Number of New Ordinary Shares to be issued pursuant to the Debt for Equity Conversion^{(3)}	8,123,457 New Ordinary Shares
Aggregate number of New Ordinary Shares to be issued pursuant to the Capital Raising and the Debt for Equity Conversion^{(3)}	39,604,939 New Ordinary Shares
Ordinary Shares in issue immediately following Admission^{(2)(3)}	40,123,007 Ordinary Shares
Capital Raising Shares as a percentage of the Company’s Enlarged Share Capital^{(2)(3)}	78.5%
Debt for Equity Shares as a percentage of the Company’s Enlarged Share Capital^{(2)(3)}	20.2%
New Ordinary Shares as a percentage of the Company’s Enlarged Share Capital^{(2)(3)}	98.7%
Estimated gross proceeds of the Capital Raising^{(5)}	£85 million
Estimated expenses of the Capital Raising^{(4)(6)}	£6.1 million
Estimated net proceeds of the Capital Raising receivable by the Company, after deduction of commissions, fees, expenses and excluding VAT^{(5)(6)}	£78.9 million

Notes

(1) 196 Excess Ordinary Shares will be issued to the Company's Employee Benefit Trust prior to the Capital Reorganisation Record Date so that the Company's issued share capital will be exactly divisible by 200.

(2) The impact of the issuance of any Ordinary Shares in respect of the vesting or exercise of any awards under the Share Plans or otherwise which may occur between the Latest Practicable Date and the Capital Reorganisation Record Date or the Record Date (as applicable) has been disregarded. The actual number of Consolidated Shares in issue following the Capital Reorganisation and New Ordinary Shares to be issued under the Capital Raising and the Debt for Equity Conversion will be subject to rounding to eliminate fractions.

(3) Unless otherwise stated, for the purposes of the table above and this document, the number of New Ordinary Shares to be issued under the Capital Raising and the Debt for Equity Conversion is stated on the assumption that no further Ordinary Shares are issued from the date of this document and the relevant time. Fractions of New Ordinary Shares will not be allotted to Shareholders in the Open Offer and fractional entitlements under the Open Offer will be rounded down to the whole nearest number of New Ordinary Shares.

(4) All expenses are exclusive of any amounts in respect of VAT.

(5) The gross and net proceeds of the Capital Raising have been calculated on the basis that 30,186,315 Capital Raising Shares are issued under the Firm Placing and 1,295,167 Capital Raising Shares are issued under the Placing and Open Offer.

(6) No commissions, fees or expenses will be charged to subscribers for Capital Raising Shares by the Company.

(7) Under the Capital Reorganisation, each Existing Ordinary Share of 20 pence nominal value will be sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal value and 1 Deferred Share of 19.995 pence nominal value. Immediately thereafter, every 200 Intermediate Shares of 0.005 pence nominal value will be consolidated into 1 Consolidated Share of 1 pence nominal value.

PART IV

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors

Stephen Harris (Chairman)
Brian Morgan (Chief Financial Officer)
Graham Oldroyd (Deputy Chairman, Independent Non-Executive Director)
Anna Vikström Persson (Independent Non-Executive Director, Chair of Remuneration Committee)
Polly Williams (Independent Non-Executive Director, Chair of Audit Committee)
Eva Lindqvist (Independent Non-Executive Director, Senior Independent Director)
Aidan de Brunner (Independent Non-Executive Director)
Martin Cooke (Independent Non-Executive Director)

Company Secretary

Registered office

Jon Bolton
William Vinten Building
Easlea Road
Bury St Edmunds
England
IP32 7BY

Financial Adviser

Lazard & Co., Limited
20 Manchester Square
London
W1U 3PZ
United Kingdom

Sponsor, Global Co-ordinator and Bookrunner

Investec Bank plc
30 Gresham Street
London
EC2V 7QP
United Kingdom

Legal advisers to the Company

Slaughter and May
One Bunhill Row
London
EC1Y 8YY
United Kingdom

Legal advisers to the Company as to US law

Cravath Swaine & Moore LLP
100 Cheapside
London
EC2V 6DT
United Kingdom

Legal advisers to the Sponsor, Global Co-ordinator and Bookrunner

Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
United Kingdom

Independent Auditor and Reporting Accountant

PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
United Kingdom

Receiving Agent and Registrar

Equiniti Limited
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
United Kingdom

PART V

LETTER FROM THE CHAIR OF VIDENDUM PLC

(incorporated in England and Wales under the Companies Act 2006 with registered number 00227691)

Directors

Registered Office

William Vinten Building
Easlea Road
Bury St Edmunds
England, IP32 7BY

10 March 2026

Dear Shareholder,

Proposed Firm Placing of 30,186,315 New Ordinary Shares at 270 pence per New Ordinary Share

Proposed Placing and Open Offer of 1,295,167 New Ordinary Shares at 270 pence per New Ordinary Share

Proposed Debt for Equity Conversion in respect of 8,123,457 New Ordinary Shares

Proposed Capital Reorganisation of 1 Consolidated Share of 1 pence nominal value for every 200 Existing Ordinary Shares of 20 pence nominal value

1. INTRODUCTION

Videndum has today announced its intention to raise gross proceeds of £85 million by way of a Firm Placing and a Placing and Open Offer to prevent the Existing RCF becoming immediately due and payable upon the expiry of certain waivers granted by the Lenders, which the Company anticipates would give rise to an immediate liquidity shortfall of up to £131.7 million, entitle the Lenders to enforce their security over shares in certain Group companies and other key assets of the Group. In addition, the Refinancing will support a reduction in the Group's Leverage, which the Directors believe would establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy. The Capital Raising is being proposed as part of a broader set of Refinancing

proposals agreed with its Lenders. The Refinancing comprises the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring.

30,186,315 New Ordinary Shares will be issued through the Firm Placing and 1,295,167 New Ordinary Shares will be issued through the Placing and Open Offer, on the basis of 5 New Ordinary Shares for every 400 Existing Ordinary Shares held by Qualifying Shareholders at the Open Offer Record Date (before the Capital Reorganisation, and equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares (subject to rounding for fractions) held by Qualifying Shareholders following completion of the Capital Reorganisation), in each case at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlements will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. In addition, 8,123,457 New Ordinary Shares will be issued pursuant to the Debt for Equity Conversion at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising and the Debt for Equity Conversion will be Consolidated Shares.

The Firm Placing and the Placing and Open Offer have been fully underwritten by Investec, subject to the conditions set out in the Placing Agreement.

The Company is currently in a closed period under MAR pending the announcement of the Full Year 2025 Results, which are expected to be released on or around 31 March 2026. Accordingly, while certain Directors and Senior Managers would like to participate in the Capital Raising, they are not currently permitted to do so under MAR. However, the Board recognises the importance of Directors' and Senior Managers' participation for Shareholders and as such, assuming the successful completion of the Capital Raising and the passing of the Director and Senior Manager Subscription Resolutions, the Participating Directors and certain Senior Managers have indicated their intention to subscribe for the Director and Senior Manager Subscription Shares at the Offer Price as soon as they are able to do so.

The purpose of this document is to provide details regarding the Refinancing and explain why the Board believes this is in the best interests of Videndum and its Shareholders.

The Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring, as a whole, are conditional on, among other things, the passing of each of the Refinancing Resolutions by Shareholders at the General Meeting, which is scheduled to take place at 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS. You can find the Notice of General Meeting at the end of this document. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, each of the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring will not proceed. Accordingly, your attention is drawn to Section 11 of this Part V (Letter from the Chair of Videndum plc) for more information on the importance of your vote.

The Board has considered the best way to structure the proposed equity capital raising in light of the Group's current financial position and the interests of all Shareholders. The decision to structure the equity capital raising by way of a combination of a Firm Placing and a Placing and Open Offer takes into account a number of factors, including the total net proceeds to be raised pursuant to the Capital Raising, the need for certainty and speed of execution, the availability and pricing of underwriting for different structures and the possibility to widen the Company's shareholder base with new investors in the Company. The Board has sought to balance the dilution to existing Shareholders arising from the

Firm Placing and the Debt for Equity Conversion with the need to ensure guaranteed commitments through the Firm Placing to ensure the success of the Capital Raising and the need to undertake the Debt for Equity Conversion in order to effect the Refinancing successfully to prevent the Existing RCF becoming immediately due and payable upon the expiry of certain waivers granted by the Lenders, which the Company anticipates would give rise to an immediate liquidity shortfall of up to £131.7 million, and entitle the Lenders to enforce their security over shares in certain Group companies and other key assets of the Group. In addition, the Refinancing will support a reduction in the Group's Leverage, which the Directors believe would establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy.

The Board considers that the Refinancing is in the best interests of the Shareholders taken as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. Each Director who is able to intends to vote in favour of the Resolutions.

2. BACKGROUND TO AND REASONS FOR THE REFINANCING

2.1 Company overview

Videndum is a leading global provider of premium branded hardware products and software solutions to the content-creation market. The Group's brands occupy defensible niche markets through strong product positioning, innovating technology and, in many cases, leadership in market share.

Customers include: professional photographers/videographers; TV broadcasters, production companies and location crews; film/production companies; and live-streaming enterprises.

Videndum's products typically attach to, or support, a camera, primarily for broadcast, cinematic, video and photographic applications, and are offered as a cohesive package. The portfolio includes camera supports (tripods and camera heads), video transmission systems and monitors, live-streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, carrying solutions, backgrounds, audio capture and noise-reduction equipment.

For the year ended 31 December 2024, the Group generated revenue of £283.6 million (continuing and discontinued operations) and an adjusted operating loss of £18.2 million; for the year ended 31 December 2023, revenue was £315.0 million (continuing and discontinued operations) and adjusted operating profit was £13.3 million. For the half year ended 30 June 2025, the Group reported revenue of £115.4 million and an adjusted operating loss of £7.0 million.

The Group employs approximately 1,250 people across nine countries and sells into more than 100 countries. Regional revenue mix in 2025 was North America 43%, Europe 37%, APAC 19%, Rest of World 1%; the UK accounted for 9% of Group revenue. Videndum operates R&D centres in Italy, the UK and the US, with well-invested manufacturing facilities in Italy, Costa Rica and the US, and a Far East procurement centre in Shenzhen, China. Distribution centres are located in the UK, Germany, China, Singapore and Japan.

As at 31 December 2025, Videndum was organised into three divisions: Videndum Media Solutions; Videndum Production Solutions; and Videndum Creative Solutions. Effective from 1 January 2026, the Group has simplified its organisational structure to two divisions, namely Videndum Production Imaging, a European mechatronic business focusing on the Broadcast and ICC segments, and Videndum Creative Solutions, a US software and electronics business serving the Cine and scripted TV market and live-streaming enterprises.

2.2 Market overview

The professional image-capture and production equipment industry which Videndum serves spans ICC, Cine and scripted TV and Broadcast. Videndum participates across mission-critical categories including wireless video, monitors, camera supports, prompters, lighting, power, bags and backgrounds. The Company expects that ICC represented approximately 49% (c. £109 million) of the Group's revenue during the financial year ended 31 December 2025, with Cine and scripted TV representing approximately 28% (c. £62 million) and Broadcast representing approximately 23% (c. £50 million), giving the Group a balanced exposure to project-driven productions, Outside Broadcast and sports coverage and the studio and creator markets.

Videndum holds leading shares in several core categories. As at the end of 2024: (i) in Cine and scripted TV, it had strong shares in on-set wireless and small on-camera monitors, with a growing position in large production monitors; and (ii) in Broadcast, it was the number one player in camera supports and prompters. Videndum seeks to maintain leading shares in wireless, camera supports and prompters and gain share in monitors and lighting supports through new product development, providing a platform to compound with market growth.

The current key industry trends are as follows:

IP/cloud-connected and integrated workflows;
automation and studio modernisation in Broadcast;
normalisation and regional rebalancing of Cine production; and
structural demand from professional creators in Photography/Videography.

The content-creation market has faced unprecedented challenges over the last five years, from the COVID-19 pandemic which began in 2020, which significantly impacted customer demand, to the 2023 US Writers' and Actors' Strikes. Additionally, the following factors have contributed to the challenging environment that Videndum is currently experiencing:

Historic overstocking: Retailers and suppliers initially stocked up in anticipation of a demand rebound that did not materialise, leading to excess inventory across all product categories. This now appears to have been resolved.
Macroeconomic uncertainty: Ongoing pressure on disposable income is shaping a more cautious sentiment.
US tariffs: Tariffs have created uncertainty, but more importantly they have increased the cost of delivering products to customers in the United States. The resulting price rises have contributed to a reduction in demand.

As a result of these headwinds, Group revenue for H1 2025 declined by 9% compared to H2 2024, with profitability falling below historical levels.

Despite these challenges, customer sentiment in the ICC market is beginning to shift positively, and there are increasing signs of pent-up demand in the Cine market. As a Group, we are ready to meet this end-market demand, and any uptick would be expected to translate into revenue with limited delay.

2.3 Videndum's strategy

The Group's strategy is to sharpen focus on professional content-creation, expand revenue and margins through operational efficiency and disciplined capital allocation, accelerate innovation in core categories, strengthen go-to-market and geographic reach and enhance financial discipline.

(A) Sharpen focus on professional content-creation

Videndum is concentrating resources on higher-value professional workflows (Broadcast; Cine and scripted TV; and pro-ICC) and has exited or disposed of non-core activities, aligning the portfolio to core professional segments and aiding deleveraging.

(B) Expand revenue and margins through reduction in product, material and semi-finished goods costs, portfolio simplification and improved operational efficiency

Management is executing a structured programme which seeks to improve gross margins and reduce overheads, including value-engineering and sourcing initiatives, tighter discounting and site rationalisation, with a particular focus on product cost reduction and revenue growth. The Group is reducing complexity across the product range, simplifying product ranges and focusing manufacturing, sourcing and inventory on core, scalable products. The Company continues to guide to approximately £15 million of in-year savings in FY 2025 (approximately £6 million delivered in H1) and now expects to have achieved an annualised exit run-rate of approximately £19 million by year-end 2025.

Videndum has simplified its organisation by moving from three divisions to two and is progressing footprint actions including the transfer of manufacturing from Bury St Edmunds (UK) to Feltre (Italy) and Cartago (Costa Rica). Videndum has also reduced headcount from approximately 1,500 to approximately 1,250 during 2025. Further optimisation includes the closure of our Australia operations, transitioning to a third-party distribution model that will be fulfilled from our China and EU warehouses, and the closure of the Ashby-de-la-Zouch site, with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds, alongside simplification of operations in China to lower the cost base. These actions are intended to streamline operations, reduce overheads and support margin restoration as volumes normalise.

Videndum is focused on improving the rate of new product innovation in order to stimulate market growth, and is consolidating diverse R&D activities while strengthening the Group's R&D function.

The roadmap centres on:

Supports: Videndum is strengthening its leadership in professional camera supports through continued partnership across Manfrotto, Gitzo, Vinten, Sachtler and OConnor. Current development focuses on lighter-weight, higher-rigidity materials, improved ergonomics and faster deployment in the field, alongside enhancements in smoothness, payload capacity and durability. Recent updates include refinements to Flowtech and aktiv tripod systems, new carbon-fibre architectures, upgraded fluid-head designs and the Manfrotto ONE hybrid tripod.

Wireless and monitoring: Videndum has reiterated a focus on delivering innovative new products, and retained the Amimon intellectual property, underpinning continued development of zero-delay 4K HDR wireless within Teradek and tight integration with SmallHD monitoring. Recent updates include 6 GHz (U-NII-5) support in Teradek's Ranger line and ongoing expansion of Teradek Core for IP/cloud-based contribution and device control. SmallHD also extended its 4K/HDR portfolio with the Quantum 27 OLED reference monitor in July 2025, reinforcing leadership from on-camera to production-grade displays.
Broadcast prompting/automation: Videndum continues to advance studio automation through Vinten VEGA, an advanced robotic control platform that adds AI-driven presenter tracking, broader device control and an upgraded UI; Autoscript is expanding software-led innovation with WinPlus-IP Voice, enabling hands-free, speech-driven prompting and deeper IP-workflow integration. These releases position Videndum to lead upgrade and automation cycles across studios and Outside Broadcast.

These programmes are intended to reinforce Videndum's differentiation at the premium end – near-zero latency wireless performance, robust IP control and monitor ecosystem depth in Cine; and robotics/automation and software-led prompting in Broadcast; – and seek to stimulate replacement and upgrade cycles (for example, 6 GHz adoption and IP/cloud transitions), supporting price integrity and share resilience against lower-priced alternatives.

Videndum also intends to exploit Assistive AI, including expert systems and workflow automation tools that support and augment human decision-making and processes.

(D) Strengthen go-to-market and geographic reach

The Group is reinforcing channel management, pricing discipline and product-mix optimisation, and leveraging its global distribution infrastructure and direct e-commerce to improve inventory turns, working capital and profitability as demand normalises across Cine and scripted TV and ICC. The Group is increasing investment in marketing (particularly digital marketing) and is also seeking expansion in Asia.

The cost impact of elevated US tariffs has been largely passed through and pricing discipline has improved via lower discounting and improved coordination of promotional spending; with end-user demand in the US running ahead of distributor orders (as importers delayed purchases during tariff uncertainty). To support service levels as orders rebuild, the Group has positioned long-lead components to respond rapidly.

Videndum continues to leverage its global distribution and systems-integrator network, and a sharpened focus on key professional customers and channels following portfolio simplification, with the aim of improving inventory turns, working capital and profitability as trading is expected to stabilise in Cine and scripted TV and professional ICC. The Company reported stronger recent order intake, particularly in the US, and an order book up approximately 40% year-on-year as at 30 September 2025, consistent with a gradual normalisation of channel purchasing. The sale of the consumer-oriented JOBY brand in September 2025 further concentrates resources on core professional routes to market.

Enhance financial discipline and deliver the balance sheet

Videndum is embedding a focus on cash, costs and liquidity as a core pillar of its financial strategy. The Group is maintaining strict control over operating costs and discretionary spend, with liquidity management treated as a core operational KPI alongside profitability.

Videndum has taken a series of financing and portfolio actions to preserve liquidity and reduce net debt. In April 2025 it reset covenants on its £150 million revolving credit facility through to the August 2026 expiry and launched a refinancing process. In April 2025 it completed an approximately £8 million equity raise.

Working-capital optimisation, particularly inventory reduction, has become a key focus area. Management is driving further inventory improvements through SKU rationalisation, improved sales and operational planning and tighter purchasing controls. These actions are designed to improve cash conversion, underpin liquidity and release working capital that can be used to accelerate debt reduction. The Group expects to have achieved an inventory reduction of approximately £15 million during the financial year ended 31 December 2025.

Portfolio simplification has supported deleveraging through the sale of Amimon and the disposal of the JOBY brand, coupled with the cost-out and footprint optimisation programme to rebuild cash generation. In parallel, dividend payments remain suspended as an additional near-term cash-preservation measure.

Management also notes that, with restructuring largely in place and tariff costs mostly passed through, any improvement in revenue should drop through to operating profit at a significant rate. Alongside ongoing lender discussions on a formal deleveraging plan (and confirmation that the September EBITDA covenant was met), these measures are intended to support near-term cash flow and balance-sheet repair.

2.4 Strengths

(A) Technology leadership: track record of innovative new product development through customer-led R&D

Videndum's brands are widely regarded as the industry reference across their categories, combining engineering depth with a consistent record of launching products that address real workflow pain-points. In Broadcast, its leading platforms are noted for best-in-class performance, reliability and durability, with industry firsts such as the Autoscript voice-activated prompter and Sachtler's Flowtech technology underscoring the Group's innovation cadence. These capabilities are rooted in specialist engineering teams and a deep understanding of end-user workflows, which together support premium differentiation and price leadership.

The Group's technology stack also benefits from protected IP and tightly integrated ecosystems. In Cine, Teradek is the only near-zero latency wireless transmission system in the market and is backed by exclusive access to patented transmission technology. Close integration with on-set monitoring further enhances end-to-end usability. Product development is largely customer-led and the Group continually obtains feedback on market trends, competitors and their products, both from end users and from research. Sustainability considerations are embedded in design choices (for example, recycled materials and lower-impact manufacturing in bags), reinforcing brand equity while meeting customer expectations.

(B) Worldwide channel strength: global leader in specialist niche markets, reflected by the scale and depth of Videndum's network of channel partners

Videndum reaches professional content creators worldwide through a diversified, resilient go-to-market model that blends owned distribution with specialist third-party partners. Across its core end-markets, products are sold via independent distributors, rental houses, systems integrators, specialty dealers, consumer-electronics retailers and e-tailers, complemented by direct e-commerce on owned brand sites. This breadth gives the Group local reach into pro workflows while sustaining premium positioning and service levels. US distribution has been consolidated into the Savage campus in the Phoenix/Chandler, Arizona area to strengthen service and logistics.

Channel mix and execution are managed with discipline. In Photography/Videography, for example, Videndum sells through a combination of online channels, independent distributors, specialty dealers, consumer-electronics retailers and wholesalers, giving Videndum both digital scale and deep specialist coverage. Following the post-pandemic overstocking and subsequent industry-wide destocking, the Group expects inventory levels in the channel to normalise through 2025-2026, and it continues to align pricing and product mix accordingly. In the US, recent tariff uncertainty has caused some importers to defer orders even as end-user demand has run ahead of sell-in, underscoring the importance of Videndum's diversified routes to market and close coordination with channel partners.

(C) Sourcing and manufacturing excellence: well-invested, highly automated, lean and environmentally friendly factories, with a continuous improvement culture

Videndum manufactures the majority of its products in-house through well-invested, vertically integrated facilities in Italy (Feltre), Costa Rica (Cartago) and the United States, enabling tighter control of quality, technology and cost whilst ensuring greater control over technology, stronger margins and a stronger competitive position. Its major manufacturing sites are ISO 9001, ISO 14001 and ISO 45001 certified. These factories produce key components internally and are supported by a Far East Procurement/Global Sourcing centre in Shenzhen that manages vendor relationships, quality control and product development across APAC, improving productivity and time-to-market.

In line with its operational efficiency programme, the Group is consolidating and simplifying its footprint to increase utilisation and drive margin restoration. Actions include closing UK manufacturing at Bury St Edmunds with production transferring to Feltre and Cartago; the closure of Ashby-de-la-Zouch with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds; and streamlining operations in China. Prior network moves have also shifted Media Solutions' US distribution to Arizona, relocated audio R&D and microphone production to Portland, Oregon, and moved Wooden Camera manufacturing to Cartago, aligning capacity with demand and leveraging established centres of excellence.

A continuous-improvement and lean culture underpins these changes. The Group has centralised procurement, strengthened purchasing and supply chain structures, and is reducing its warehouse footprint. Environmental measures, such as installing solar panels and other energy-saving initiatives at sites, are intended to cut direct energy use while supporting resilient, responsive operations for global customers.

(D) Operational efficiency: a dedicated programme designed to improve operational efficiency

improving operational efficiency, driving gross margin and reducing discretionary spend – together with a structural simplification from three divisions to two from H1 2026 to reduce duplicated overheads. An additional area of focus within this programme is the reduction of product, material and semi-finished goods costs through value engineering and sourcing initiatives.

Execution is well advanced. In 2025 the Group has:

commenced the transfer of manufacturing from Bury St Edmunds (UK) to Feltre (Italy) and Cartago (Costa Rica);
announced the closure of Ashby-de-la-Zouch with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds; and
initiated further streamlining, including simplification of operations in China.

Videndum also consolidated US distribution for Media Solutions into its Arizona facilities to improve service and logistics. Quantitatively, management guides to approximately £15 million of in-year savings in FY 2025 (approximately £6 million delivered in H1) with an annualised exit run-rate of approximately £19 million by year-end, and expects any revenue recovery to drop through to profit at a significant rate as these measures take hold.

(E) Experienced leadership and strengthened execution focus

The Board has been refreshed to accelerate delivery of the operational and strategic plan. Stephen Harris was appointed Chairman on 1 May 2024 (having been appointed to the Board on 9 November 2023), bringing longstanding public-company leadership to the Group. Further depth has been added with the appointments of Polly Williams (Non-Executive Director and Audit Committee Chair from 1 July 2024), Eva Lindqvist (Non-Executive Director from 1 April 2025 and Senior Independent Director from 16 June 2025) and Aidan de Brunner and Martin Cooke (Non-Executive Directors from 31 July 2025). In October 2025, Brian Morgan was appointed Chief Financial Officer with effect from 13 October 2025. Collectively, these changes strengthen financial, operational and governance capabilities to support execution of Videndum's transformation agenda.

Under this leadership, Videndum is executing a structured efficiency and simplification programme designed to restore margins and improve cash generation. Actions include consolidating manufacturing, reinstating pricing discipline and SKU rationalisation, and simplifying from three divisions to two from the beginning of 2026. Portfolio focus has been sharpened through the sale of Amimon in April 2025 and the disposal of JOBY in September 2025, further aligning the Group to core professional markets.

2.5 Requirement for the Refinancing

In December 2024, the Company identified that it was at risk of breaching certain financial covenants under the Existing RCF. Following discussions with the Lenders, the Company agreed amendments to the December 2024 covenant levels and the introduction of additional financial covenants in February 2025. As part of these amendments, the Lenders reduced the aggregate commitments available under the Existing RCF from £150 million to £129 million.

Following the end of 2024, the amended December covenant tests were met, and both the February 2025 and March 2025 covenants tests were waived. In April 2025, the Company entered into a further agreement with the Lenders to reset the covenant package and reinstate £10 million of commitments

under the Existing RCF, increasing total available liquidity under the Existing RCF to £139 million. This agreement was conditional on: (i) the completion of an equity placing to raise gross proceeds of £6 million; and (ii) certain amendments to the Existing RCF providing the Lenders with enhanced enforcement rights, including, in certain circumstances, the ability to trigger an event of default and enforce security should the Company fail to complete a refinancing or agree an alternative deleveraging plan by October 2025. Given the maturity date of the Existing RCF in August 2026, the Company planned to facilitate a refinancing during 2025 through a private credit process.

The Group subsequently launched a process to fully or partially refinance the Existing RCF in April 2025. Despite the level of effort undertaken, progress was hampered by difficult market conditions and general economic uncertainty, and it was not possible to complete the proposed private credit process. In light of this, the Group held constructive discussions with the Lenders in relation to an alternative deleveraging plan to improve the Company's liquidity and establish a prudent and sustainable capital structure, from which it can implement its strategy going forward.

On 16 October 2025, the Company announced to the market that constructive discussions regarding the deleveraging plan covenant remained ongoing and would require new sources of liquidity, including a combination of disposal proceeds and the raising of new debt and equity. Additionally, the Lenders requested a trailing last 12-month October EBITDA covenant of £10 million, with the expectation that sufficient progress will be made on the deleveraging plan such that, should trading fall short or the deleveraging plan not be agreed, the Lenders will waive or defer both covenants.

If Shareholders do not vote in favour of the Refinancing Resolutions, the Refinancing will not take place. The Lenders have waived certain of the financial covenants and the requirement to deliver to the Lenders a deleveraging plan in respect of the Company in the Existing RCF on a periodic basis since October 2025 and have now agreed, pursuant to the Restructuring Implementation Deed, to further waivers of these matters which will lapse in circumstances where the Restructuring Implementation Deed is terminated in accordance with its terms (including if the Company announces that the Capital Raising will not proceed). Subject to the Lender-led Alternative Transaction, following the expiry of these waivers, there will be continuing events of default under the Existing RCF, entitling the Lenders to accelerate the Existing RCF whereby it would become immediately due and the outstanding amount of £131.7 million would become payable on the date of such acceleration, in the absence of a further waiver or deferral from the Lenders which becomes immediately effective on such date. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million. The Lenders would also have the right to take immediate steps to enforce their existing security over shares in certain Group companies and other key assets of the Group as a result of the failure of the Refinancing.

shares in the Company's wholly-owned subsidiary, Videndum Midco, by the appointment of a receiver. This receiver would subsequently effect the sale of Videndum Midco to LenderCo, which will likely be for nominal consideration (based on an independent valuation of Videndum Midco), resulting in de minimis value remaining in the Company.

The Lender-led Alternative Transaction has been negotiated and prepared with the Lenders alongside the Refinancing and is intended to be implemented in accordance with an agreed set of terms if the Refinancing Resolutions are not passed at the General Meeting. If any of the Refinancing Resolutions is not passed, the Company expects that Enforcement Day would occur, and accordingly that the Lender-led Alternative Transaction would be implemented, on a date which is within approximately four weeks from the date of the General Meeting, reflecting a short gap between the date of the General Meeting and Enforcement Day for administrative purposes and for appropriate consultation with the trustee of the Group's pension scheme. However, there can be no certainty that Enforcement Day would not occur sooner.

RCF and the security granted over such assets in favour of the Group's creditors, it is very unlikely that this would result in any value being returned to Shareholders.

The Company has therefore today announced its proposal to effect the Refinancing, comprising the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring, which the Board considers is in the best interests of Shareholders, and in order to prevent the Existing RCF becoming immediately due and payable upon the expiry of the aforementioned waivers, which the Company expects would give rise to the consequences described above. In addition, the Refinancing will support a reduction in the Group's Leverage, which the Directors believe would establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy.

3. USE OF PROCEEDS

The Company expects to raise gross proceeds of approximately £85 million through the Capital Raising. The aggregate expenses of, or incidental to, the Capital Raising to be borne by the Company are estimated to be approximately £6.1 million (excluding VAT). Accordingly, the net proceeds are expected to be approximately £78.9 million (after deduction of estimated commissions, fees, expenses and excluding VAT).

The overall effect is intended to prevent the Existing RCF becoming immediately due and payable upon the expiry of the aforementioned waivers and the associated consequences described above, and also to establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy. The Company believes that this represents the optimal approach to improve liquidity, deleverage its balance sheet, address the Group's immediate challenges, and position the Company to capitalise on a recovery in end-market demand.

Assuming successful completion of the Refinancing, the Company believes that the Group will be well positioned in the medium to longer term. As a leading global provider of premium branded hardware products and software solutions to the content-creation market, the Company is confident of returning the Group to profitable growth when there is a market recovery whilst maintaining a prudent capital structure.

CURRENT TRADING AND OUTLOOK

Following a softer start to the financial year during FY25, trading strengthened quarter-on-quarter resulting in the Group delivering revenues of approximately £228 million, which supports a full year outturn in line with the Board's expectations.

During FY25 the Group has successfully executed approximately £15 million of cost savings, with a further £8 million expected to be realised in FY26. The Group achieved this through operational progress across product, pricing, footprint and reduced costs. The Group's New Product Introduction ("NPI") process has been rejuvenated, supporting the successful launch of 22 new product lines across the Group. Pricing discipline has been reinstated, including tighter control of channel discounting and improved coordination of promotional spend.

The Group has continued to simplify its strategic and operational structure. The Group implemented a simplified two-division operating model with effect from January 2026, comprising Videndum Production Imaging ("VPI"), its European mechatronics business, and Videndum Creative Solutions ("VCS"), its US software and electronics business. At an operational level this included the closure of two manufacturing facilities in the UK, with production transferred to Feltre and Cartago and, where appropriate, outsourced. Operations have also been consolidated across Asia Pacific and Europe, reducing complexity and duplication of overheads.

These actions have supported margin expansion through lower product costs and outsourced services, achieved via procurement initiatives, as well as improved operating efficiencies from higher utilisation of manufacturing facilities following consolidation. Operating expenses have been reduced through headcount optimisation, improved sourcing of third-party support and enhanced management of discretionary spend. The Group also undertook targeted asset disposals, including the disposal of its consumer-oriented JOBY brand, the transfer of Amimon intellectual property to VCS in the US, the disposal of its Amimon operation in Israel, and an inventory reduction of approximately £15 million to date.

For FY26, the Board expects good revenue growth, supported by the introduction of new products in both FY25 and FY26. The Board's expectations for FY26 remain unchanged. Looking to the medium term, the Board remains focused on driving sustainable growth – the Board expects the Group to deliver revenue in excess of £350 million and is targeting a mid-teen EBITDA margin. This outlook is expected to be underpinned by ongoing operational efficiencies, disciplined cost-reduction initiatives and continued contribution from the NPI process.

PRINCIPAL TERMS AND CONDITIONS OF THE REFINANCING

5.1 Capital Reorganisation

The Capital Reorganisation, comprised of the Sub-division and the Consolidation, is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. In addition, if the Sub-division was not implemented, the Offer Price may have been at a discount to the current nominal value of the Existing Ordinary Shares of 20 pence. Companies are prohibited from allotting shares at a discount to their nominal value, and this is addressed by the Sub-division element of the Capital Reorganisation. In addition, if the Consolidation was not implemented, the number of Ordinary Shares in issue following the implementation of the Capital Raising would mean that a small movement in the Company's share price in monetary terms could translate to a large percentage movement and inappropriate volatility.

Under the Capital Reorganisation, which the Directors propose to implement prior to the implementation of the Capital Raising:

each Existing Ordinary Share of 20 pence nominal value will be sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal value and 1 Deferred Share of 19.995 pence nominal value; and
immediately thereafter, every 200 Intermediate Shares of 0.005 pence nominal value will be consolidated into 1 Consolidated Share of 1 pence nominal value.

The effect of the Capital Reorganisation will be that Shareholders on the Company's register of members at the Capital Reorganisation Record Date will, on implementation of the Capital Reorganisation, hold:

1 Consolidated Share of 1 pence nominal value for every 200 Existing Ordinary Share of 20 pence nominal value

The Capital Reorganisation, if approved by Shareholders, will be made by reference to holdings of Existing Ordinary Shares on the Company's register of members as at 6:00 p.m. on 27 March 2026 (or such other time or date as the Directors may determine). The proportion of the issued ordinary share capital of the Company held by each Shareholder immediately following the Capital Reorganisation (and prior to the Capital Raising) will, save for fractional entitlements, remain unchanged. In addition, apart from the change in nominal value, each Consolidated Share will carry the same rights as set out in the Articles of Association that apply to the Existing Ordinary Shares (including in relation to voting, pre-emption rights, dividends and rights on a return of capital).

The purpose of the Deferred Shares is solely to facilitate the reduction in the nominal value of the Ordinary Shares to 1 pence per share. The Deferred Shares will be effectively valueless as they will carry very limited rights, including no voting or dividend rights. The Company has the right to buy back the Deferred Shares for aggregate consideration of £0.01 and/or transfer all of the Deferred Shares to the secretary of the Company for nil consideration. Further information on the Deferred Shares is set out in Section 4.3 of Part XIII (Additional Information).

Where the Consolidation results in any Shareholder being entitled to a fraction of a Consolidated Share, that fraction will not be allotted to such Shareholder and arrangements will be put in place for any such fractional entitlements arising from the Consolidation to be aggregated and sold in the market on behalf of the relevant Shareholders. Amounts of less than £5.00 will not be paid to such Shareholders and will instead be retained for the benefit of the Company. As a result of the Consolidation, Shareholders with fewer than 200 Existing Ordinary Shares may no longer hold Shares in the Company.

The Closing Price of each Existing Ordinary Share on 6 March 2026 (being the Latest Practicable Date) was 10.35 pence. In accordance with the Consolidation Ratio, the Consolidated Closing Price of each Consolidated Share would have been 2,070 pence on that date if the Capital Reorganisation had occurred.

It is proposed that, in order to facilitate the Share Consolidation, 196 Excess Ordinary Shares will be issued to the Company's Employee Benefit Trust prior to the Capital Reorganisation Record Date so that the Company's issued share capital will be exactly divisible by 200. These 196 Excess Ordinary Shares will be issued at nominal value.

If approved, the Capital Reorganisation is expected to become effective on 30 March 2026. Following the Capital Reorganisation, it is expected that the Consolidated Shares will be admitted to the equity

shares (commercial companies) category of the Official List and to trading on the London Stock Exchange at 8:00 a.m. on 30 March 2026, with an ISIN of GB00BWGBNB23 and a SEDOL of BWGBNB2.

5.2 Firm Placing and Placing and Open Offer

The Company proposes to raise gross proceeds of approximately £85 million (approximately £78.9 million after deduction of estimated commissions, fees, expenses and excluding VAT) by way of:

a Firm Placing of 30,186,315 New Ordinary Shares; and
a Placing and Open Offer of 1,295,167 New Ordinary Shares,

(together, the “Capital Raising”) in each case at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Shares. For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising will be Consolidated Shares.

The Firm Placing and the Placing and Open Offer are being fully underwritten by Investec, subject to certain customary conditions in the Placing Agreement, details of which are set out in Section 10.1 of Part XIII (Additional Information).

Further details of the terms and conditions of the Capital Raising, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, are set out in Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and, where relevant, the Application Form.

Offer Price

The Capital Reorganisation is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. Taking into account the effect of the Capital Reorganisation, the Offer Price of 270 pence per New Ordinary Share therefore represents a 87% discount to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation.

The Offer Price (and the discount) has been set by the Directors following their assessment of the prevailing market conditions and anticipated demand for the Capital Raising Shares. The Board, having taken appropriate advice from its advisors, believes that the Offer Price (including the discount) is appropriate in the circumstances.

Firm Placing

The Company proposes to issue 30,186,315 Firm Placing Shares to Firm Places at the Offer Price, on a non-pre-emptive basis. The Firm Placing will not be subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders.

Placing and Open Offer

Subject to the terms and conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders, the Application Form), the Open Offer Shares are being offered for acquisition by way of rights to Qualifying Shareholders on the following basis:

5 New Ordinary Shares for every 400 Existing Ordinary Shares

(which is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares)

held and registered in the name of each such Qualifying Shareholder on the Record Date (and so in proportion to any other number of Existing Ordinary Shares then held) and otherwise on the terms and conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders, the Application Form).

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Open Offer Entitlements. Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlements will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Shareholders with fewer than 80 Existing Ordinary Shares at the Record Date will not be entitled to take up any Open Offer Shares. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating Open Offer Entitlements.

Investec has agreed, subject to the terms and conditions of the Placing Agreement, to use reasonable endeavours to procure Placees for the Capital Raising Shares at the Offer Price. To the extent that any Firm Placee or Placee procured by Investec fails to subscribe for any or all of the Firm Placing Shares and/or Placing Shares which have been allocated to it, subject to certain conditions, Investec shall subscribe for the Firm Placing Shares and/or the Placing Shares at the Offer Price. Further details of the terms and conditions of the Placing Agreement are set out in Section 10.1 of Part XIII (Additional Information).

Impact of not applying for Capital Raising Shares

Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Placees pursuant to the Placing. Pursuant to the Placing Agreement, Investec has agreed to use reasonable endeavours to procure conditional subscribers (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders) for the Capital Raising Shares at the Offer Price. If Investec is unable to procure subscribers for any Capital Raising Shares that are not taken up by Qualifying Shareholders pursuant to the Open Offer (including in the event that a prospective Conditional Placee fails to take up any or all of the Capital Raising Shares which have been allocated to it or which it has agreed to take up at the Offer Price), then Investec has agreed, on the terms and subject to the conditions set out in the Placing Agreement, to subscribe for such Capital Raising Shares at the Offer Price.

Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST, and be enabled for settlement, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Capital Raising Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights, and will not receive any benefit, under the Open Offer.

Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Placees pursuant to the Placing.

Dilution

If a Qualifying Shareholder who is not a Placee does not take up any of their Open Offer Entitlements, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Capital Raising and the Debt for Equity Conversion.

Shareholders in the United States and Canada (subject to certain limited exceptions) and the other Excluded Territories will not be able to participate in the Open Offer and will therefore experience dilution as a result of the Capital Raising and the Debt for Equity Conversion.

Conditionality

The Capital Raising is conditional, among other things, upon:

the passing of each of the Refinancing Resolutions at the General Meeting without material amendment;
Admission of the New Ordinary Shares becoming effective by not later than 8:00 a.m. on 30 March 2026 (or such later time and/or date as Investec and the Company may agree in advance in writing); and
the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.

If any of the conditions are not satisfied (including if any of the Refinancing Resolutions is not passed) or, if applicable, waived, then the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not take place. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Capital Raising will not proceed. Accordingly, your attention is drawn to Section 11 of this Part V (Letter from the Chair of Videndum plc) for more information on the importance of your vote. For the avoidance of doubt, none of the Refinancing Resolutions are conditional on the passing of any of the Director and Senior Manager Subscription Resolutions.

The Director and Senior Manager Subscriptions are conditional on the passing of each of the Director and Senior Manager Subscription Resolutions. The Director and Senior Manager Subscription Resolutions are each conditional on the passing of all other Resolutions by Shareholders at the General Meeting.

is expected that Admission will become effective and dealings in the New Ordinary Shares fully paid will commence at 8:00 a.m. on 30 March 2026.

5.3 Debt Repayment and Restructuring, including the Debt for Equity Conversion

The Company has entered into an agreement with its Lenders, which is conditional on each Refinancing Resolution being passed by Shareholders at the General Meeting, pursuant to which:

£50 million of the net proceeds of the Capital Raising will be used to fund a partial repayment of the Group's Existing RCF;
Polus Capital will be issued with 8,123,457 New Ordinary Shares in return for the write-off and release of £23 million of the amount drawn down from Polus Capital under the Group's Existing RCF pursuant to the Debt for Equity Conversion;
£15.8 million of the amount owed under the Existing RCF to the Lenders will be written off and released by the Lenders;
the remaining amount of £45 million owed under the Existing RCF will be restructured into the Senior Facility of £45 million with the Lenders comprising two tranches:
Tranche A: a £31.5 million term loan with Polus Capital with a three-year maturity; and
Tranche B: a £13.5 million term loan with the Lenders with a two-year maturity; and
the Company will enter into the Super Senior Facility of £15 million, underwritten by Polus Capital, with a three-year maturity,

(together the "Debt Repayment and Restructuring"). This will result in a significant reduction in net debt of £111.7 million upon completion of the Refinancing. The Debt Repayment and Restructuring and availability of the Super Senior Facility (and the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) is conditional on each Refinancing Resolution being passed by Shareholders at the General Meeting. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Debt Repayment and Restructuring (and accordingly the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) will not proceed. Accordingly, your attention is drawn to Section 11 of this Part V (Letter from the Chair of Videndum plc) for more information on the importance of your vote. For the avoidance of doubt, none of the Refinancing Resolutions are conditional on the passing of any of the Director and Senior Manager Subscription Resolutions.

6. SIGNIFICANT COMMITMENTS AND RELATED PARTY TRANSACTIONS

6.1 Significant commitments

Alantra

The Company has received an irrevocable undertaking from Alantra confirming its intention: (i) to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 24,842,037 Existing Ordinary Shares, representing approximately 24% of the Existing Ordinary Shares as at the Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares pursuant to the Firm Placing and Placing

and Open Offer, which will amount to a maximum value of New Ordinary Shares of approximately £22 million.

Following the Refinancing, Alantra will hold up to 20.6% of the Enlarged Share Capital (being 8,272,358 Ordinary Shares, comprising 124,210 Existing Ordinary Shares and 8,148,148 New Ordinary Shares).

Aberforth

The Company has also received an irrevocable undertaking from Aberforth confirming its intention: (i) to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 12,880,682 Existing Ordinary Shares, representing approximately 12.4% of the Existing Ordinary Shares as at the Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, which will amount to a maximum value of New Ordinary Shares of approximately £19 million.

Following the Refinancing, Aberforth will hold up to 17.8% of the Enlarged Share Capital (being 7,132,864 Ordinary Shares, comprising 106,939 Existing Ordinary Shares and 7,025,926 New Ordinary Shares).

Harwood Capital

The Company has also received an irrevocable undertaking from Harwood Capital confirming its intention to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 6,000,000 Existing Ordinary Shares, representing approximately 5.8% of the Existing Ordinary Shares as at the Latest Practicable Date.

Polus Capital

As part of the Capital Raising, Polus Capital has agreed a period of 12 months following Admission (the "Orderly Market Period") under which:

(i) it will not dispose of any of the Debt for Equity Shares for the first six months of the Orderly Market Period; and
(ii) for the second six months of the Orderly Market Period, it will not on any one day dispose of more than 15% of the average daily trading volume of the Ordinary Shares on the London Stock Exchange in the 20 preceding trading days.

If at any time during the Orderly Market Period, the Company's share price is equal to or greater than a multiple of three times the Issue Price (post Capital Reorganisation) (the "Hurdle Price"), the restrictions in (a) and (b) will be suspended and Polus Capital shall be permitted to dispose of Debt for Equity Shares for such time as the Company's share price remains equal to or greater than the Hurdle Price. However, if the Company's share price subsequently falls below the Hurdle Price: (i) during the first six months of the Orderly Market Period, the restriction in (a) shall cease to apply and the restriction in (b) shall apply instead for the remainder of the Orderly Market Period; and/or (ii) during the second six months of the Orderly Market Period (and for any period of the first six months of the Orderly Market Period where such period has ceased to apply in accordance with limb (i)), the restriction in (b) shall continue to apply for the remainder of the Orderly Market Period, in each case subject to the operation of such suspension provisions. The restrictions in (a) and (b) are also subject to customary exceptions (including that Polus Capital may dispose of Debt for Equity Shares at any time during the Orderly Market Period with the Company's prior written consent).

Letter of intent

The Company has received a written expression of support from BGF Investments confirming its intention to vote in favour of the Resolutions at the General Meeting in respect of an aggregate of 3,227,000 Existing Ordinary Shares, representing approximately 3.1% of the Existing Ordinary Shares as at the Latest Practicable Date.

6.2 Related Party Transactions

Alantra: Alantra is a related party of the Company for the purposes of the UK Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 24% of the votes able to be cast at general meetings of the Company (as at the Latest Practicable Date). The maximum aggregate value of the New Ordinary Shares to be issued to Alantra pursuant to the Capital Raising is approximately £22 million. Accordingly, the issue of such New Ordinary Shares to Alantra constitutes a notifiable related party transaction falling within UK Listing Rule 8.2.1R. The Board confirms that it has approved Alantra's participation in the Capital Raising and considers it is fair and reasonable as far as Shareholders of the Company are concerned, and that the Board has been so advised by Investec as Sponsor.

The rules regarding related party transactions under UK Listing Rule 8.2 do not apply to any New Ordinary Shares issued to Alantra as a result of it taking up its Open Offer Entitlements, as such take up is exempt under paragraph 2(1) of Annex 1 to UK Listing Rule 8. Such rules are, however, applicable to any New Ordinary Shares issued to Alantra pursuant to the Firm Placing and Placing, which will amount to a maximum value of New Ordinary Shares of approximately £22 million.

The Board considers the terms of the Capital Raising Related Party Transaction, as described herein, to be fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by Investec acting in its capacity as the Company's Sponsor. In providing its advice to the Directors, Investec has taken into account the Directors' commercial assessment of the Capital Raising Related Party Transaction.

7. DIVIDENDS AND DIVIDEND POLICY

8. GENERAL MEETING

A notice convening a general meeting of the Company to be held at 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS is set out at the end of this document. A Form of Proxy to be used in connection with the General Meeting is enclosed. The purpose of the General Meeting is to seek Shareholders' approval for the Resolutions, summarised as follows:

(A) Resolution 1 (ordinary resolution): that pursuant to section 551 of the Companies Act, the Directors are authorised until the conclusion of the next annual general meeting of the Company to: (i) allot shares up to an aggregate nominal amount of £396,049.39, representing approximately 7,645% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with

the Capital Raising and the Debt for Equity Conversion; and (ii) make an offer or agreement in connection with the Capital Raising and the Debt for Equity Conversion which would or might require shares to be allotted after expiry of this allotment authority;

(B) Resolution 2 (ordinary resolution): that the Directors are authorised until the conclusion of the next annual general meeting of the Company to allot up to 39,604,939 New Ordinary Shares pursuant to the Capital Raising and the Debt for Equity Conversion at an issue price of 270 pence, which is at a discount of 87% to the Consolidated Closing Price on 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the prospectus;

(C) Resolution 3 (special resolution): that pre-emption rights are disapplied up to an aggregate nominal amount of £396,049.39, representing approximately 7.645% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Capital Raising and the Debt for Equity Conversion, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems;

(D) Resolution 4 (ordinary resolution): that the Directors are authorised to: (1) sub-divide each Existing Ordinary Share of 20 pence in issue on the Capital Reorganisation Record Date into 1 Intermediate Share of 0.005 pence, carrying the same rights and obligations as the Existing Ordinary Shares, save as to nominal value, and 1 Deferred Share of 19.995 pence, having the rights and being subject to the restrictions set out in the Articles of Association, as amended; and (2) consolidate every 200 Intermediate Shares of 0.005 pence into 1 Consolidated Share of 1 pence, having the same rights and obligations as the Existing Ordinary Shares, save as to nominal value;

(E) Resolution 5 (special resolution): that the Directors are authorised to amend the Articles of Association to set out the rights and restrictions attaching to the Deferred Shares;

(F) Resolution 6 (ordinary resolution): that pursuant to section 551 of the Companies Act, the Directors are authorised until 8:00 a.m. on 13 April 2026 to: (i) allot shares up to an aggregate nominal amount of £1,944.48, representing approximately 37.5% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Director and Senior Manager Subscriptions; and (ii) make an offer or agreement in connection with the Director and Senior Manager Subscriptions which would or might require shares to be allotted after expiry of this allotment authority;

(G) Resolution 7 (ordinary resolution): that the Directors are authorised until 8:00 a.m. on 13 April 2026 to allot up to 194,448 new Ordinary Shares pursuant to the Director and Senior Manager Subscriptions at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price on 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the prospectus; and

(H) Resolution 8 (special resolution): that pre-emption rights are disapplied up to an aggregate nominal amount of £1,944.48, representing approximately 37.5% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Director and Senior Manager Subscriptions, subject to such exclusions or other arrangements as the directors of the

Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems.

Resolution 1, Resolution 2, Resolution 4, Resolution 6 and Resolution 7 must be approved by Shareholders who together represent a simple majority of the Ordinary Shares being voted (whether in person or by proxy) at the General Meeting. Resolution 3, Resolution 5 and Resolution 8 must be approved by Shareholders who together represent three quarters or more of the Ordinary Shares being voted (whether in person or by proxy) at the General Meeting.

The full text of the Resolutions is set out in the Notice of General Meeting and a Form of Proxy to be used in connection with the General Meeting is enclosed. Voting on the Resolutions will be conducted by way of a poll and not by a show of hands.

As at the Latest Practicable Date, the Company holds no Ordinary Shares in treasury.

9. ACTION TO BE TAKEN

9.1 In respect of the General Meeting

Whilst Shareholders are able to attend and vote at the General Meeting in person, you are strongly encouraged to vote by proxy in advance of the meeting. You will find enclosed with this document a Form of Proxy to be used in connection with the General Meeting. To appoint a proxy you need to send back the Form of Proxy enclosed with this document to the Registrar as soon as possible and in any event so as to arrive no later than 10:30 a.m. on 25 March 2026, being 48 hours (excluding non-Business Days) before the time appointed for holding the General Meeting. It is recommended that Shareholders wishing to vote on the Resolutions complete the enclosed Form of Proxy and appoint the chair of the General Meeting as proxy, even if you intend to attend the meeting in person.

If you hold your Ordinary Shares in uncertificated form (i.e. in CREST), you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (ID RA19) by no later than 10:30 a.m. on 25 March 2026. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform.

Alternatively, a proxy may be appointed electronically at www.shareview.co.uk by the same time and date. If you have not already registered for a Shareview Portfolio you will need your Shareholder Reference Number which can be found on your Form of Proxy. Full instructions are given on the website. If you have already registered with Equiniti's online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk using your usual user ID and password.

Unless the Form of Proxy, other such electronic instrument or CREST Proxy Instruction is received by the date and time specified above, it will be invalid.

9.2 In respect of the Capital Raising

The latest time and date for acceptance and payment in full in respect of the Open Offer is expected to be 11:00 a.m. on 26 March 2026, unless otherwise announced by the Company.

Please refer to Part VI (Questions and Answers about the Refinancing) and Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) for further details of the Open Offer and the action to be taken, including the procedure for acceptance and payment. Further details also

appear in the Application Form which will be sent to all Qualifying Non-CREST Shareholders (other than, subject to certain limited exceptions, those Qualifying Non-CREST Shareholders with a registered address in the Excluded Territories).

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsor regarding the action to be taken in connection with this document and the Capital Raising. If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA or, if you are outside the United Kingdom, by another appropriately authorised independent financial adviser.

10. WORKING CAPITAL

10.1 Working Capital Statement

In the opinion of the Company, taking into account the net proceeds of the Capital Raising, the implementation of the Debt Repayment and Restructuring and the bank and other facilities available to the Group thereafter, the working capital available to the Group is sufficient for its present requirements (that is, for at least 12 months following the date of this document).

11. IMPORTANCE OF VOTE

Your attention is again drawn to the fact that the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring, as a whole, are conditional and dependent upon, among other things, each of the Refinancing Resolutions being passed at the General Meeting. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore, if any of the Refinancing Resolutions is not passed, each of the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring will not proceed.

Shareholders are therefore asked to vote in favour of each of the Refinancing Resolutions at the General Meeting in order for each of the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring to proceed. Shareholders are also asked to vote in favour of the Director and Senior Manager Subscription Resolutions. Each Director who is able to vote at the General Meeting intends to vote in favour of the Resolutions.

If Shareholders do not vote in favour of the Refinancing Resolutions, the Refinancing will not take place. The Lenders have waived certain of the financial covenants and the requirement to deliver to the Lenders a deleveraging plan in respect of the Company in the Existing RCF on a periodic basis since October 2025 and have now agreed, pursuant to the Restructuring Implementation Deed, to further waivers of these matters which will lapse in circumstances where the Restructuring Implementation Deed is terminated in accordance with its terms (including if the Company announces that the Capital Raising will not proceed). Subject to the Lender-led Alternative Transaction, following the expiry of these waivers, there will be continuing events of default under the Existing RCF, entitling the Lenders to accelerate the Existing RCF whereby it would become immediately due and the outstanding amount of £131.7 million would become payable on the date of such acceleration, in the absence of a further waiver or deferral from the Lenders which becomes immediately effective on such date. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million. The Lenders would also have the right to take immediate steps to enforce their existing security over shares in certain Group companies and other key assets of the Group as a result of the failure of the Refinancing.

As part of the negotiations with the Lenders to agree the Debt Repayment and Restructuring and the Debt for Equity Conversion, the Company and the Lenders have agreed in principle that the Lender-led Alternative Transaction will be implemented if the Refinancing Resolutions are not passed at the General Meeting, and accordingly the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring do not proceed. Given this agreement in principle, the Company considers that further waivers and deferrals from the Lenders would be very unlikely, other than any such waivers or deferrals which are required to implement the Lender-led Alternative Transaction. Under the terms of the Lender-led Alternative Transaction, if each of the Refinancing Resolutions is not passed at the General Meeting, it is expected that, to implement the agreed terms of the Lender-led Alternative Transaction, the Lenders would instruct the agent under the Existing RCF to serve notice accelerating the Existing RCF and enforce their existing security over shares in the Company's wholly-owned subsidiary, Videndum Midco, by the appointment of a receiver. This receiver would subsequently effect the sale of Videndum Midco to LenderCo, which will likely be for nominal consideration (based on an independent valuation of Videndum Midco), resulting in de minimis value remaining in the Company.

from the Lenders (which the Company does not consider would be forthcoming), the Lenders would have the right to accelerate the Existing RCF, whereby it would become immediately due and the outstanding amount of £131.7 million would become payable with effect from the date of the General Meeting. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million and it would also give rise to the Lenders' right to enforce their existing security. In these circumstances the Company does not consider that it would have any alternative actions available to it to prevent it from entering into insolvency proceedings, and the Company would likely enter into insolvency proceedings shortly thereafter. While the implementation method of any such insolvency process is not known, the Company expects that it would lead to a break-up sale of the Group's assets, with assets being sold either by the insolvency practitioner or further to the Lenders enforcing their security. Given the value of the Group's assets relative to the amount outstanding under its Existing RCF and the security granted over such assets in favour of the Group's creditors, it is very unlikely that this would result in any value being returned to Shareholders.

As such, your vote is very important and Shareholders are asked to vote in favour of the Refinancing Resolutions at the General Meeting in order for each of the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring to proceed. Shareholders are also asked to vote in favour of the Director and Senior Manager Subscription Resolutions.

12. FURTHER INFORMATION

Your attention is drawn to the Risk Factors set out on pages 20 to 53 of this document and to the information set out in Part II (Important Notices).

You should not subscribe for any New Ordinary Shares except on the basis of information contained or incorporated by reference into this document and should read all of the information contained or incorporated by reference into this document before deciding on the action to take in respect of the General Meeting, the Capital Reorganisation and/or the Refinancing.

The results of the votes cast at the General Meeting will be announced as soon as possible once known through a Regulatory Information Service and on the Company's website (www.videndum.com). It is expected that this will be on 27 March 2026.

13. DIRECTOR AND SENIOR MANAGER SUBSCRIPTIONS

the Participating Directors and certain Senior Managers have indicated their intention to subscribe for the Director and Senior Manager Subscription Shares at the Offer Price as soon as they are able to do so.

The Participating Directors' and the relevant Senior Managers' intention to subscribe for the Director and Senior Manager Subscription Shares is non-binding and remains subject to entry into direct subscription agreements with the Company following the announcement of the Full Year 2025 Results.

Should the Director and Senior Manager Subscriptions proceed, the Director and Senior Manager Subscription Shares would be issued pursuant to the Director and Senior Manager Subscription Resolutions. The authorities to be granted pursuant to the Director and Senior Manager Subscription Resolutions will be valid until 8:00 a.m. on 13 April 2026.

The expected details of the Director and Senior Manager Subscriptions are set out below.

Name	Existing Ordinary Shares beneficially held (as at the Latest Practicable Date)	Expected approximate investment in New Ordinary Shares pursuant to the Director and Senior Manager Subscriptions (£)
Stephen Harris	168,689	200,000
Brian Morgan	-	50,000
Graham Oldroyd	49,217	30,000
Anna Vikström Persson	37,981	20,000
Polly Williams	-	20,000
Eva Lindqvist	31,764	20,000
Martin Cooke	-	10,000

In aggregate, 129,633 new Ordinary Shares are expected to be issued to the Directors by the Company in connection with the Director and Senior Manager Subscriptions and the Company expects to raise additional proceeds of approximately £0.35 million (gross) should the subscriptions by the Directors be completed pursuant to the Director and Senior Manager Subscriptions.

Certain Senior Managers also intend to subscribe for new Ordinary Shares up to a maximum aggregate amount of £0.18 million (gross) if completed pursuant to the Director and Senior Manager Subscriptions.

14. DIRECTORS' INTENTIONS AND RECOMMENDATION

The Board considers that the Refinancing is in the best interests of the Shareholders of Videndum taken as a whole and unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. Each Director who is able to vote at the General Meeting intends to vote in favour of the Resolutions.

In addition, assuming the successful completion of the Refinancing, certain of the Directors have indicated an intention to subscribe for Director and Senior Manager Subscription Shares when they are permitted to do so under MAR following release of the Full Year 2025 Results, as set out in Section 13 (Director and Senior Manager Subscriptions) of this Part V (Letter from the Chair of Videndum plc).

Yours sincerely,

Stephen Harris
Chairman

PART VI

QUESTIONS AND ANSWERS ABOUT THE REFINANCING

The questions and answers below have been prepared to help Shareholders understand what is involved in the Capital Raising. These are in general terms only and, as such, you should not rely solely on them and should also read Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) for full details of the action you should take and the terms and conditions applicable to the Capital Raising. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This Part VI (Questions and Answers about the Refinancing) deals with general questions relating to the Refinancing and more specific questions relating to Shareholders who hold Existing Ordinary Shares in certificated form, as well as some more specific questions relating to Shareholders who hold Existing Ordinary Shares in uncertificated form (that is, through CREST). If you are a CREST sponsored member, you should also consult your CREST sponsor.

If you do not know whether your Existing Ordinary Shares are held in certificated or uncertificated form, please call the Shareholder Helpline on +44 (0)371 384 2050. The Shareholder Helpline is available from 8:30 a.m. to 5:30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in this document and will be unable to give advice on the merits of the Capital Raising or to provide financial, investment or taxation advice.

1. What is the Firm Placing and the Placing and Open Offer?

A firm placing and placing and open offer is a way for companies to raise money. They usually do this by giving their existing shareholders a right to subscribe for further shares at a fixed price in proportion to their existing shareholdings (an open offer) and providing for certain existing investors, and new investors, to subscribe for new shares in the Company (a firm placing and a placing). The fixed price is normally at a discount to the closing mid-market price of the Existing Ordinary Shares prior to the announcement of the open offer.

2. What is the Company's Open Offer?

This Open Offer is an invitation by the Company to Qualifying Shareholders to apply to subscribe for an aggregate of 1,295,167 Capital Raising Shares at a price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). If you are a Qualifying Shareholder other than a Shareholder with a registered address in, subject to certain limited exceptions, the Excluded Territories, you will be eligible to subscribe for Capital Raising Shares under the Open Offer.

The Open Offer will be made on the basis of 5 New Ordinary Shares for every 400 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date. This is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares (subject to rounding for fractions) held by Qualifying Shareholders following completion of the Capital Reorganisation. If your entitlement to Capital Raising Shares is not a whole number, your fractional entitlement will be rounded down in calculating your entitlement to Capital Raising Shares. Fractional entitlements to Capital Raising Shares will be aggregated and sold for the benefit of the Company under the Placing.

The Capital Reorganisation is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. Taking into account the effect of the Capital Reorganisation, the Capital Raising Shares are being offered to Qualifying Shareholders in the Open Offer at a discount of 87% to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation.

Capital Raising Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights nor receive any benefit under the Open Offer. Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to the Conditional Places pursuant to the Placing, with the proceeds ultimately accruing for the benefit of the Company.

However, Shareholders should note that the Capital Raising (and the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) is conditional on: (i) the passing of each of the Refinancing Resolutions at the General Meeting without material amendment; (ii) Admission becoming effective by not later than 8:00 a.m. on 30 March 2026 (or such later time and/or date as the Company and Investec may agree); and (iii) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not proceed. Accordingly, your attention is drawn to Section 11 (Importance of Vote) of Part V (Letter from the Chair of Videndum plc) for more information on the importance of your vote.

3. What is the impact of the Capital Reorganisation on the value of my Ordinary Shares?

The purpose of the Capital Reorganisation is to try to establish a market price for the Company's shares that is more appropriate for the Capital Raising than the market price at present. By virtue of the Capital Reorganisation, the equivalent of every 200 Existing Ordinary Shares will be consolidated into 1 Consolidated Share and it is therefore expected that the market price of a Consolidated Share should be 200 times the market price prior to the Consolidation.

Subject to fractional rounding, you should continue to own the same proportion of the Company as you did immediately prior to the implementation of the Capital Reorganisation.

Under the proposed Capital Reorganisation, each Existing Ordinary Share of 20 pence nominal value will be sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal value and 1 Deferred Share of 19.995 pence nominal value, and, immediately thereafter, every 200 Intermediate Shares of 0.005 pence nominal value will be consolidated into 1 Consolidated Share of 1 pence nominal value. Therefore, the value of your holding of Consolidated Shares held immediately following the

Consolidation should, subject to market fluctuations, approximately equal the value of your holding of Existing Ordinary Shares before the Consolidation.

Any fractional entitlements to Consolidated Shares which arise will be aggregated into whole New Ordinary Shares and sold in the market on behalf of the relevant Shareholders. Amounts of less than £5.00 will not be paid to such Shareholders and will instead be retained for the benefit of the Company.

4. Will my current shareholding in the Company remain the same following the Consolidation?

Each Shareholder will have fewer Shares as a result of the Consolidation. However, subject to the treatment of fractions, it is not expected that the proportion of the Company's issued share capital held by each Shareholder immediately following the Consolidation will change.

The Consolidation may result in the creation of fractional Consolidated Shares. Such fractions will be aggregated and sold by the Company on behalf of the relevant Shareholders. As a result, there may be minor dilution to your shareholding following the Consolidation. The Directors have set the Consolidation Ratio at 1 Consolidated Share for every 200 Existing Ordinary Shares and therefore a Shareholder with fewer than 200 Existing Ordinary Shares at the Capital Reorganisation Record Date will no longer be a Shareholder in the Company following the Capital Reorganisation Effective Date. Holders of fewer than 200 Existing Ordinary Shares should not therefore subscribe for Capital Raising Shares through the Open Offer.

5. When will the Capital Raising take place?

The Capital Raising is subject to Admission of the Capital Raising Shares becoming effective by not later than 8:00 a.m. on 30 March 2026 or such later time and/or date as the Company and Investec may agree.

6. What is an Application Form?

It is a form sent to those Qualifying Shareholders who hold their Ordinary Shares in certificated form. It sets out your entitlement to subscribe for the Capital Raising Shares and is a form which you should complete if you want to participate in the Open Offer.

7. What if I have not received an Application Form?

If you have not received an Application Form and you do not hold your Ordinary Shares in CREST, this probably means that you are not eligible to participate in the Open Offer. Some Qualifying Shareholders, however, will not receive an Application Form but may still be able to participate in the Open Offer, including:

(A) Qualifying CREST Shareholders; and
(B) Qualifying Non-CREST Shareholders who bought Ordinary Shares before the Ex-Entitlements Date but were not registered as the holders of those Ordinary Shares at the Record Date.

If I bought Ordinary Shares before 8:00 a.m. on 10 March 2026 (the Ex-Entitlements Date) will I be eligible to participate in the Open Offer?

If you bought Ordinary Shares before the Ex-Entitlements Date but you are not registered as the holder of those Ordinary Shares at 6:00 p.m. on 6 March 2026 you may still be eligible to participate in the Open Offer. If you are in any doubt, please consult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement. You will not be entitled to the Capital Raising Shares in respect of any Ordinary Shares acquired on or after the Ex-Entitlements Date.

I hold my Ordinary Shares in uncertificated form in CREST. What do I need to do in relation to the Open Offer?

CREST members should follow the instructions set out in Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising). Persons who hold Ordinary Shares through a CREST member should be informed by the CREST member through which they hold their Ordinary Shares of the number of Capital Raising Shares which they are entitled to take up under the Open Offer and should contact them if they do not receive this information.

I hold my Ordinary Shares in certificated form. How do I know if I am eligible to participate in the Open Offer?

If you receive an Application Form and are not a Shareholder with a registered address in, subject to certain limited exceptions, any of the Excluded Territories, then you should be eligible to acquire Capital Raising Shares under the Open Offer (as long as you have not sold all of your Ordinary Shares before the Ex-Entitlements Date).

I hold my Existing Ordinary Shares in certificated form. How do I know how many Capital Raising Shares I am entitled to take up?

If you hold your Existing Ordinary Shares in certificated form and, subject to certain limited exceptions, do not have a registered address in any of the Excluded Territories, you will be sent an Application Form that shows:

in Box 1, how many Ordinary Shares you held at the Record Date;
in Box 2, how many Capital Raising Shares are comprised in your Open Offer Entitlement; and
in Box 3, how much you need to pay in Pounds Sterling if you want to take up your right to subscribe for all of your Open Offer Entitlement.

If you would like to apply for any or all of the Capital Raising Shares comprised in your Open Offer Entitlement, you should complete the Application Form in accordance with the instructions printed on it and the information provided in this document. Completed Application Forms should be posted, along with a cheque drawn in the appropriate form, in the accompanying pre-paid envelope to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 11:00 a.m. on 26 March 2026, after which time Application Forms will not be valid.

I hold my Existing Ordinary Shares in certificated form and am eligible to receive an Application Form. What are my options and what should I do with the Application Form?

(A) If you want to take up all of your Open Offer Entitlement

If you want to take up all of the Capital Raising Shares to which you are entitled, all you need to do is sign page 1 of the Application Form (ensuring that all joint holders sign (if applicable)) and send the Application Form, together with your cheque for the full amount, payable to “Equiniti Limited re Videndum Open Offer” and crossed “A/C payee only” for the amount shown in Box 3 of the Application Form, by post to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, to arrive by no later than 11:00 a.m. on 26 March 2026. Within the United Kingdom only, you can use the reply-paid envelope which will be enclosed with the Application Form. Full instructions are set out in Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and will be set out in the Application Form.

Please note third-party cheques will not be accepted other than building society cheques.

If payment is made by building society cheque (not being drawn on an account of the applicant), the building society or bank must endorse on the cheque the applicant’s name and the number of an account held in the applicant’s name at the building society or bank, such endorsement being validated by a stamp and an authorised signature. Such cheques must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application.

A definitive share certificate will be sent to you following completion of the Consolidation representing Consolidated Shares and a definitive share certificate will then be sent to you in respect of the Capital Raising Shares that you take up. Your definitive share certificate for Consolidated Shares is expected to be despatched to you by no later than 13 April 2026. Your definitive share certificate for Capital Raising Shares is expected to be despatched to you by no later than 13 April 2026.

(B) If you do not want to take up your Open Offer Entitlement at all

If you do not want to take up your Open Offer Entitlement, you do not need to do anything. In these circumstances, you will not receive any Capital Raising Shares. You will also not receive any money when the Capital Raising Shares you could have taken up are sold, as would happen under a rights issue provided the price at which they are sold exceeds the costs and expenses of effecting the sale. You cannot sell your Open Offer Entitlement to anyone else. If you do not return your Application Form subscribing for the Capital Raising Shares to which you are entitled by 11:00 a.m. on 26 March 2026, the Company has made arrangements under which the Company has agreed to issue the Capital Raising Shares comprising your Open Offer Entitlement to the Conditional Placees. Qualifying Shareholders are, however, encouraged to vote at the General Meeting by attending in person or completing and returning the Form of Proxy enclosed with this document. You may also submit your Form of Proxy electronically at www.shareview.co.uk using the Voting ID, Task ID and Shareholder Reference Number (SRN) printed on the Form of Proxy. Alternatively, if you have already registered with Equiniti’s online portfolio service, Shareview, you can submit your Form of Proxy by logging on to your portfolio at www.shareview.co.uk using your usual user ID and password. Full instructions are given on both websites.

If you do not take up any of your Open Offer Entitlement then, following the issue of the New Ordinary Shares pursuant to the Capital Raising and the Debt for Equity Conversion, your interest in the Company, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Refinancing.

If you want to take up some, but not all, of the Capital Raising Shares under your Open Offer Entitlement, you should write the number of Capital Raising Shares you want to take up in Box 4 of your Application Form; for example, if you have an Open Offer Entitlement for 50 Capital Raising Shares but you only want to apply for 25 Capital Raising Shares, then you should write “25” in Box 4 of the Application Form (ensuring that all joint holders sign (if applicable)) and return it with a cheque in pounds sterling, in accordance with the provisions set out in the Application Form. The Application Form and cheque must be received by 11:00 a.m. on 26 March 2026.

Further details are set out in Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and will be set out in the Application Form.

I hold my Existing Ordinary Shares in certificated form. When will I receive the certificate representing my Consolidated Shares and New Ordinary Shares?

If the Refinancing Resolutions are passed, share certificates in respect of Existing Ordinary Shares will cease to be valid with effect from close of business on 30 March 2026. New share certificates representing Consolidated Shares are expected to be despatched to Shareholders by 13 April 2026. New share certificates representing New Ordinary Shares issued in connection with the Capital Raising are expected to be despatched to Shareholders by 13 April 2026.

On receipt of such new share certificates, share certificates in respect of Existing Ordinary Shares previously issued can be destroyed. Temporary documents of title will not be issued in respect of Consolidated Shares and, pending despatch of definitive share certificates, transfers of Consolidated Shares held in certificated form will be certified against the register of members.

If a Shareholder does not receive a new share certificate and believes they are entitled to one, they can contact the Registrar. Share certificates representing Intermediate Shares or Deferred Shares will not be issued.

Shareholders who hold their entitlement to Existing Ordinary Shares in uncertificated form through CREST are expected to have their CREST account credited with Consolidated Shares under ISIN GB00BWGBNB23 as soon as practicable after 8:00 a.m. on 30 March 2026. Such Shareholders’ CREST account will also be credited with the New Ordinary Shares under the Capital Raising on 30 March 2026. The ISIN for the New Ordinary Shares will be that of the Consolidated Shares.

What should I do if I live outside the United Kingdom?

While you have an entitlement to participate in the Open Offer, your ability to take up rights to Capital Raising Shares may be affected by the laws of the country in which you live, and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your Open Offer Entitlements. Shareholders residing outside the United Kingdom should refer to Section 7 (Overseas Shareholders) of Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

PART VII

TERMS AND CONDITIONS OF THE CAPITAL RAISING

1. INTRODUCTION

The Company is proposing to raise gross proceeds of approximately £85 million pursuant to the Capital Raising. The Capital Raising consists of a Firm Placing of 30,186,315 New Ordinary Shares and a Placing and Open Offer of 1,295,167 New Ordinary Shares. The Firm Placees will not be able to participate in the Open Offer in respect of their Firm Placing Shares. The Open Offer is an opportunity for Qualifying Shareholders to apply for in aggregate 1,295,167 Capital Raising Shares pro rata to their current holdings at the Offer Price. Shareholders will not be charged expenses by the Company in respect of the Capital Raising. For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising will be Consolidated Shares.

As set out elsewhere in this document, the Capital Raising is being proposed as part of a broader Refinancing agreed with the Lenders, which includes the Debt Repayment and Restructuring. The Debt Repayment and Restructuring (and the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) is conditional on each of the Refinancing Resolutions being passed by Shareholders at the General Meeting. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Debt Repayment and Restructuring (and accordingly the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) will not proceed. Accordingly, your attention is drawn to Section 11 (Importance of Vote) of Part V (Letter from the Chair of Videndum plc) for more information on the importance of your vote.

The Capital Raising will take place following approval at the General Meeting and in conjunction with the Capital Reorganisation. Taking into account the effect of the Capital Reorganisation, the Offer Price of 270 pence per New Ordinary Share represents a discount of approximately 87% to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation.

The Capital Raising is conditional, among other things, upon:

(A) the passing of each of the Refinancing Resolutions at the General Meeting without material amendment;

(B) Admission of the New Ordinary Shares becoming effective by not later than 8:00 a.m. on 30 March 2026 (or such later time and/or date as Investec and the Company may agree in advance in writing); and

(C) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.

In the event that these conditions are not satisfied (including that any of the Refinancing Resolutions is not passed), the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not proceed. In such circumstances, application monies will be returned without payment of interest, as soon as practicable thereafter. If the Capital Raising does not proceed, the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring (each of which is conditional on the Capital Raising), will also not proceed.

The attention of Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this document into a jurisdiction other than the United Kingdom is drawn to Section 7 (Overseas Shareholders) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising). Excluded Shareholders have not been and will not be sent Application Forms and have not had and will not have their CREST stock accounts credited with Open Offer Entitlements.

2. TERMS AND CONDITIONS OF THE OPEN OFFER

On the dealing day following the General Meeting, the Capital Reorganisation will become effective, under which:

each Existing Ordinary Share of 20 pence nominal value will be sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal value and 1 Deferred Share of 19.995 pence nominal value; and
immediately thereafter, every 200 Intermediate Shares of 0.005 pence nominal value will be consolidated into 1 Consolidated Share of 1 pence nominal value.

See further Section 5.1 of Part V (Letter from the Chair of Videndum plc).

5 New Ordinary Shares for every 400 Existing Ordinary Shares

(which is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares)

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Open Offer Entitlements. Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlements will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Shareholders with fewer than 80 Existing Ordinary Shares at the Record Date will not be entitled to take up any Open Offer Shares. Applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements.

Holdings of Ordinary Shares in certificated and uncertificated form have been treated as separate holdings for the purpose of calculating the Open Offer Entitlements.

If a Qualifying Shareholder who is not a Placee does not take up any of their Open Offer Entitlements, such Qualifying Shareholder's proportionate ownership and voting interests in the Company will be diluted by $98.7\%$ as a result of the Capital Raising and the Debt for Equity Conversion (assuming no Ordinary Shares are issued due to the vesting or exercise of any awards under any of the Company's Share Plans between the Latest Practicable Date and the completion of the Refinancing).

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST, and be enabled for settlement, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Capital Raising Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights nor receive any benefit under the Open Offer. Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Placees pursuant to the Placing, with the proceeds retained for the benefit of the Company.

The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List and an application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on the London Stock Exchange, at 8:00 a.m. on 30 March 2026.

If a Qualifying Shareholder does not, or is not permitted to, take up its entitlement to Capital Raising Shares, pursuant to the Placing Agreement, Investec has also agreed to use reasonable endeavours to procure Conditional Placees to subscribe for Capital Raising Shares not validly taken-up by Qualifying Shareholders under the Open Offer ("Non-Taken Up Shares") (to the extent not already procured prior to the date of the Placing Agreement). To the extent that: (i) Investec fails to procure subscribers in the Placing for such Non-Taken Up Shares (and/or to the extent that any Placee so procured fails to subscribe for any or all of the Non-Taken Up Shares allocated to it in the Placing (including by defaulting in paying the Offer Price in respect of the Non-Taken Up Shares so allocated to it or which it has agreed to subscribe at the Offer Price)); and/or (ii) any Placee procured other than by Investec fails to subscribe for any or all of the Non-Taken Up Shares allocated to it in the Placing (including by defaulting in paying the Offer Price in respect of such Non-Taken Up Shares allocated to it), then Investec has agreed, on the terms and subject to the conditions set out in the Placing Agreement, to subscribe for such Open Offer Shares at the Offer Price.

Investec's obligations under the Placing Agreement are conditional prior to Admission. The Placing Agreement is not subject to any right of termination after Admission (including in respect of any statutory withdrawal rights). Investec may arrange sub-underwriting for some, all or none of the Non-Taken Up Shares. A summary of certain terms and conditions of the Placing Agreement is contained in Section 10.1 of Part XIII (Additional Information).

Investec and any of its affiliates may engage in trading activity in connection with their role under the Placing Agreement and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own account in securities of the Company and related or other securities and instruments (including Capital Raising Shares). Investec does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition Investec or its affiliates may enter into financing arrangements (including swaps) with

investors in connection with which Investec (or its affiliates) may from time to time acquire, hold or dispose of Capital Raising Shares.

The Capital Raising (and the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) is conditional, among other things, upon: (A) the passing of each of the Refinancing Resolutions at the General Meeting without material amendment; (B) Admission of the New Ordinary Shares becoming effective by not later than 8:00 a.m. on 30 March 2026 (or such later time and/or date as Investec and the Company may agree in advance in writing); and (C) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not proceed. Accordingly, your attention is drawn to Section 11 (Importance of Vote) of Part V (Letter from the Chair of Videndum plc) for more information on the importance of your vote.

In the event that the conditions are not satisfied (including if any of the Refinancing Resolutions is not passed), the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not proceed. In such circumstances, application monies will be returned without payment of interest, as soon as practicable thereafter.

No temporary documents of title will be issued in respect of the Capital Raising Shares held in uncertificated form. Definitive certificates in respect of Capital Raising Shares taken up are expected to be posted to the Qualifying Shareholders who have validly elected to hold their Capital Raising Shares in certificated form by no later than 13 April 2026.

The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is required for the Capital Raising Shares and all of the Capital Raising Shares when issued and fully paid may be held and transferred by means of CREST. The Existing Ordinary Shares are and, when issued, the Capital Raising Shares will be in registered form and capable of being held in certificated form or uncertificated form via CREST. Applications will be made for the Open Offer Entitlements to be admitted to CREST as participating securities. Euroclear requires the Company to confirm to it that certain conditions are satisfied before Euroclear will admit the Capital Raising Shares to CREST. It is expected that these conditions will be satisfied on Admission. As soon as practicable after Admission, the Company will confirm this to Euroclear.

Subject to any relevant conditions being satisfied, it is expected that:

(A) the Receiving Agent will instruct Euroclear to credit the appropriate stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, such Qualifying CREST Shareholders with registered addresses in the Excluded Territories) with such Shareholders' Open Offer Entitlements, as soon as practicable after 8:00 a.m. on 11 March 2026;

(B) Capital Raising Shares in uncertificated form will be credited to the appropriate stock accounts of relevant Qualifying CREST Shareholders who validly take up their Open Offer Entitlements, as soon as practicable after 8:00 a.m. on 30 March 2026; and

(C) share certificates for the Capital Raising Shares will be despatched to relevant Qualifying Non-CREST Shareholders who validly take up their Open Offer Entitlements by no later than 13 April 2026 at their own risk.

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All Qualifying Shareholders taking up their Open Offer Entitlements will be deemed to have given the representations and warranties set out in Section 4 (in the case of Qualifying Non-CREST Shareholders), Section 5 (in the case of Qualifying CREST Shareholders) and Section 8 of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) (as relevant), unless such requirement is waived in writing by the Company.

All documents and cheques posted to or by Qualifying Shareholders and/or their transferees or renounces (or their agents, as appropriate) will be posted at their own risk.

The Capital Raising Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of allotment and issue of the Capital Raising Shares.

If the Capital Raising is delayed so that Application Forms cannot be despatched on 10 March 2026, the section of this document entitled "Expected Timetable of Principal Events" will be adjusted accordingly and the revised dates will be set out in the Application Forms and announced through a Regulatory Information Service, in which case all references in this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) should be read as being subject to such adjustment.

The aggregate expenses of, or incidental to, the Capital Raising to be borne by the Company are estimated to be approximately £6.1 million (excluding VAT). Accordingly, the net proceeds are expected to be £78.9 million (after deduction of estimated commissions, fees, expenses and excluding VAT). The Firm Placing and the Placing and Open Offer are being fully underwritten by Investec, subject to the conditions set out in the Placing Agreement.

3. ACTION TO BE TAKEN BY QUALIFYING SHAREHOLDERS IN CONNECTION TO THE OPEN OFFER

The action to be taken in respect of the Open Offer depends on whether, at the relevant time, a Qualifying Shareholder has received an Application Form in respect of their entitlement under the Open Offer or has had their Open Offer Entitlements credited to their CREST stock account.

If you are a Qualifying Non-CREST Shareholder and do not have a registered address in the United States or any of the other Excluded Territories (subject to certain limited exceptions), please refer to Section 4 (Action to be Taken by Qualifying Non-CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

If you hold your Ordinary Shares in CREST and do not have a registered address in the United States or any of the other Excluded Territories (subject to certain limited exceptions), please refer to Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and to the CREST Manual for further information on the CREST procedures referred to below.

CREST sponsored members should refer to their CREST sponsors, as only their CREST sponsors will be able to take the necessary actions specified below to apply under the Open Offer in respect of the Open Offer Entitlements of such members held in CREST.

The Directors have set the Consolidation Ratio at 1 Consolidated Share for every 200 Existing Ordinary Shares and therefore a Shareholder with fewer than 200 Shares as at the Capital Reorganisation Record Date will have their entire holding sold as part of the Consolidation process and will no longer be a Shareholder in the Company. Holders of fewer than 200 Existing Ordinary Shares should not

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therefore seek to subscribe for Capital Raising Shares through the Open Offer. Subject to the above and the Capital Raising Shares issued pursuant to the Open Offer, it is not expected that the proportion of the Company's issued share capital held by each Shareholder immediately following the Consolidation will change.

If you have any questions relating to this document, or the completion and return of the Form of Proxy or Application Form, please call the Registrar on +44 (0)371 384 2050. Lines are open from 8:30 a.m. to 5:30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that the Registrar cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

4. ACTION TO BE TAKEN BY QUALIFYING NON-CREST SHAREHOLDERS IN CONNECTION TO THE OPEN OFFER

4.1 General

Application Forms are expected to be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Qualifying Non-CREST Shareholders with registered addresses in the Excluded Territories) on 10 March 2026. The Application Form sets out:

(i) in Box 1, on the Application Form, the holding of Existing Ordinary Shares on which a Qualifying Non-CREST Shareholder's entitlement to Capital Raising Shares has been based;

(ii) in Box 2, the maximum number of Open Offer Shares for which such persons are entitled to apply under their Open Offer Entitlements, taking into account they will not be entitled to take up any fraction of a New Ordinary Share arising when their entitlement was calculated. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing;

(iii) in Box 3, how much they would need to pay in pounds sterling if they wish to take up their Open Offer Entitlements in full; and

(iv) the procedures to be followed if a Qualifying Non-CREST Shareholder wishes to dispose of all or part of their entitlement or to convert all or part of their entitlement into uncertificated form; and instructions regarding acceptance and payment, consolidation and splitting.

Qualifying Non-CREST Shareholders may apply for less than their entitlement should they wish to do so. Qualifying Non-CREST Shareholders may also hold an Application Form by virtue of a bona fide market claim.

The instructions and other terms set out in the Application Form constitute part of the terms and conditions of the Open Offer to Qualifying Non-CREST Shareholders.

The latest time and date for acceptance and payment in full will be 11:00 a.m. on 26 March 2026.

The Capital Raising Shares are expected to be issued on 30 March 2026. After such date the Capital Raising Shares will be in registered form, freely transferable by written instrument of transfer in the usual common form, or if they have been issued in or converted into uncertificated form, in electronic form under the CREST system.

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Qualifying Shareholders who do not want to take up or apply for the Open Offer Shares under the Open Offer should take no action and should not complete or return the Application Form. Such Qualifying Shareholders will also not receive any money when the Open Offer Shares they could have taken up are sold, as would happen under a rights issue provided the price at which they are sold exceeds the costs and expenses of effecting the sale. Such Qualifying Shareholders cannot sell their Open Offer Entitlements to anyone else. If a Qualifying Shareholder does not return their Application Form subscribing for the Open Offer Shares to which they are entitled by 11:00 a.m. on 26 March 2026, the Company has made arrangements under which it has agreed to issue the Open Offer Shares comprising such Open Offer Entitlements to the Conditional Placees. Qualifying Shareholders are, however, encouraged to vote at the General Meeting by completing and returning the enclosed Proxy Form (either in hard copy or electronically) or by completing and transmitting a CREST Proxy Instruction.

4.2 Bona fide market claims

Applications to acquire Open Offer Shares may only be made using the Application Form and may only be made by the Qualifying Non-CREST Shareholder named on it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Ordinary Shares through the market prior to 8:00 a.m. on 10 March 2026 (the time at which the Ordinary Shares were marked 'ex' the entitlement to participate in the Open Offer). Application Forms may not be assigned, transferred or split, except to satisfy bona fide market claims prior to 3:00 p.m. on 24 March 2026.

The Application Form is not a negotiable document and cannot be separately traded. A Qualifying Non-CREST Shareholder who has sold or otherwise transferred all or part of their holding of Ordinary Shares prior to the Ex-Entitlements Date, should consult their broker or other professional adviser as soon as possible, as the invitation to acquire Capital Raising Shares under the Open Offer may be a benefit which may be claimed by the transferee.

Qualifying Non-CREST Shareholders who have sold all of their registered holdings prior to 8:00 a.m. on 10 March 2026 should, if the market claim is to be settled outside CREST, complete Box 6 on the Application Form and immediately send it to the broker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee, or directly to the purchaser or transferee, if known. The Application Form should not, however, be forwarded to or transmitted in or into any of the Excluded Territories, including the United States. If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedures set out in Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

Qualifying Non-CREST Shareholders who have sold or otherwise transferred part only of their Existing Ordinary Shares shown on Box 1 of their Application Form prior to 8:00 a.m. on 10 March 2026 should, if the market claim is to be settled outside CREST, complete Box 6 of the Application Form and immediately deliver the Application Form, together with a letter stating the number of Application Forms required (being one for the Qualifying Non-CREST Shareholder in question and one for each of the purchasers or transferees), the total number of Existing Ordinary Shares to be included in each Application Form (the aggregate of which must equal the number shown in Box 1 of the Application Form) and the total number of Open Offer Entitlements to be included in each Application Form (the aggregate of which must equal the number shown in Box 2), to the broker, bank or other agent through whom the sale or transfer was effected or return it by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received by no later than 3:00 p.m. on 24 March 2026. The Receiving Agent will then create new Application Forms, mark the

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Application Forms 'Declaration of sale or transfer duly made' and send them by post to the person submitting the original Application Form. The Application Form should not, however, be forwarded to or transmitted in or into any of the Excluded Territories, including the United States.

4.3 Procedure for acceptance and payment

(A) Qualifying Non-CREST Shareholders who wish to accept in full

Holders of Application Forms who wish to subscribe for all of their Open Offer Shares should complete the Application Form in accordance with its instructions. If such holder wants to take up all of the Open Offer Shares to which they are entitled, they should sign page 1 of the Application Form (ensuring that all joint holders sign (if applicable)).

The Application Form must be returned, together with the cheque in pounds sterling, written in black ink, made payable to "Equiniti Limited re Videndum Open Offer" and crossed "A/C payee only", for the full amount payable on acceptance, in accordance with the instructions printed on the Application Form, by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received as soon as possible and, in any event, not later than 11:00 a.m. on 26 March 2026. A prepaid business reply envelope is enclosed with the Application Form (for use within the UK only) and it is recommended that you allow sufficient time for delivery (for instance, allowing 4 days for first class post within the UK). Payments via CHAPS, BACS or electronic transfer will not be accepted.

Third-party cheques may not be accepted with the exception of building society cheques where the building society or bank has inserted the name of the account holder and has either added the building society or bank branch stamp or has provided a supporting letter confirming the source of funds. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted. Cheques must be drawn on an account at a bank or building society or a branch of a bank or building society which must be in the UK, the Channel Islands or the Isle of Man and which is either a settlement member of Cheque & Credit Clearing Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques to be cleared through the facilities provided by either of those companies. Cheques must bear the appropriate sorting code number in the top right-hand corner.

(B) Qualifying Non-CREST Shareholders who wish to accept in part

Holders of Application Forms who wish to subscribe for some but not all of their Open Offer Shares should write the number of Open Offer Shares they wish to take up in Box 4 of their Application Form. To work out how much such Qualifying Shareholder needs to pay for the Open Offer Shares, they need to multiply the number of Open Offer Shares they want by the Offer Price and write this amount in Box 5, rounding down to the nearest whole penny.

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Third-party cheques may not be accepted with the exception of building society cheques where the building society or bank has inserted the name of the account holder and has either added the building society or bank branch stamp or has provided a supporting letter confirming the source of funds. The account name should be the same as that shown on the application. Cheques must be drawn on an account at a bank or building society or a branch of a bank or building society which must be in the UK, the Channel Islands or the Isle of Man and which is either a settlement member of Cheque & Credit Clearing Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques to be cleared through the facilities provided by either of those companies. Cheques must bear the appropriate sorting code number in the top right-hand corner. Post-dated cheques will not be accepted.

If an Application Form encloses a payment for an incorrect sum, the Company, through the Receiving Agent, reserves the right:

(i) to reject the application in full and return the cheque or refund the payment to the Qualifying Non-CREST Shareholder in question (without interest); or

(ii) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Capital Raising Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the Qualifying Non-CREST Shareholder in question (without interest), save that any sums of less than £1.00 will be retained for the benefit of the Company; or

(iii) in the case that an excess sum is paid, to treat the application as a valid application for all the Capital Raising Shares referred to in the Application Form, refunding any unutilised sums to the Qualifying Non-CREST Shareholder in question (without interest), save that any sums of less than £1.00 will be retained for the benefit of the Company.

(D) The Company's discretion as to validity of acceptances

If payment as set out in Section 4.3(E) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) is not received in full by 11:00 a.m. on 26 March 2026, the offer to subscribe for Open Offer Shares will be deemed to have been declined and will lapse. However, the Company (in consultation with Investec) may, by mutual agreement, but shall not be obliged to, treat as valid: (i) Application Forms and accompanying remittances that are received through the post not later than 5:00 p.m. on 26 March 2026 (the cover bearing a legible postmark not later than 11:00 a.m. on 26 March 2026); and (ii) acceptances in respect of which remittances for the full amount are received prior to 11:00 a.m. on 26 March 2026 from an authorised person (as defined in section 31(2) of FSMA) specifying the number of Open Offer Shares to be acquired and an undertaking by that person to lodge the relevant Application Form, duly completed, by 5:00 p.m. on 26 March 2026 and such Application Form is lodged by that time.

The Company, having consulted with Investec, may also (in its absolute discretion) treat an Application Form as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney where required.

The Company reserves the right to treat as invalid any acceptance or purported acceptance of the Open Offer Shares that appears to the Company to have been executed in, despatched from, or that provides

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an address for delivery of definitive share certificates for Consolidated Shares or Capital Raising Shares in, an Excluded Territory.

A Qualifying Non-CREST Shareholder who makes a valid acceptance and payment in accordance with this paragraph is deemed to request that the Open Offer Shares to which they will become entitled be issued to them on the terms set out in this document and the Application Form and subject to the Articles of Association.

(E) Payments

All payments made by Qualifying Non-CREST Shareholders must be made in pounds sterling by cheque, written in black ink, made payable to "Equiniti Limited re Videndum Open Offer", and crossed "A/C payee only". Third-party cheques may not be accepted except building society cheques where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the cheque or have provided a supporting letter confirming the source of funds. Cheques must be drawn on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man) of a bank or building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques to be cleared through facilities provided by either of these companies. Such cheques must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Post-dated cheques will not be accepted. Payments via CHAPS, BACS or electronic transfer will not be accepted.

The Company reserves the right to have cheques presented for payment on receipt. No interest will be allowed on payments made before they are due and any interest on such payments will be paid to the Company. It is a term of the Open Offer that cheques must be honoured on first presentation and the Company may elect to treat as invalid any acceptances in respect of which cheques are not honoured. Return of the Application Form with a cheque will constitute a warranty that the cheque will be honoured on first presentation.

If cheques are presented for payment before the conditions of the Open Offer are fulfilled, the application monies will be kept in a non-interest-bearing account retained for the Company until all conditions are met. If the Open Offer does not become unconditional, no Capital Raising Shares will be issued and all monies will be returned (at the applicant's sole risk) to applicants, without payment of interest, either as a cheque by first class post to the address set out on the Application Form or returned direct to the account of the bank or building society on which the relevant cheque was drawn, in each case, as soon as practicable, following the lapse of the Open Offer.

If Open Offer Shares are allotted to a Qualifying Shareholder prior to any payment not being so honoured or such Qualifying Shareholder's acceptances being treated as invalid, the Company may (in its absolute discretion as to manner, timing and terms) make arrangements for the sale of such shares on behalf of those Qualifying Shareholders and hold the proceeds of sale (net of the Company's reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payable by such Qualifying Shareholders pursuant to the provisions of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) in respect of the acquisition of such shares) on behalf of such Qualifying Shareholders. None of the Company, Investor or any other person shall be responsible for, or have any liability for, any loss, expenses or damage suffered by Qualifying Shareholders as a result.

The provisions of this Section 4.3(E) of this Part VII (Terms and Conditions of the Capital Raising) and any other terms of the Capital Raising relating to Qualifying Non-CREST Shareholders may be waived,

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varied or modified as regards specific Qualifying Non-CREST Shareholder(s) or on a general basis by the Company.

(F) Effect of application

By completing and delivering an Application Form the applicant:

(i) represents and warrants to each of the Company and Investec that they have the right, power and authority, and have taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise their rights, and perform their obligations, under any contracts resulting therefrom and that they are not person(s) otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis;

(ii) agrees with each of the Company and Investec that all applications under the Open Offer and contracts resulting therefrom, and any non-contractual obligations relating thereto, shall be governed by, and construed in accordance with, the laws of England and Wales;

(iii) confirms to each of the Company and Investec that in making the application they are not relying on any information or representation other than that contained in this document (or incorporated by reference in), and the applicant accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any information or representation not so contained and further agrees that, having had the opportunity to read this document including any documentation incorporated by reference, they will be deemed to have had notice of all the information contained in this document (including information incorporated by reference);

(iv) confirms to each of the Company and Investec that in making the application they are not relying and have not relied on Investec or any other person affiliated with Investec in connection with any investigation of the accuracy of any information contained in this document or their investment decision;

(v) represents and warrants to each of the Company and Investec that if they have received some or all of their Open Offer Entitlements from a person other than the Company, they are entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;

(vi) represents and warrants to each of the Company and Investec that they are the Qualifying Shareholder(s) originally entitled to the Open Offer Entitlements or that they have received such Open Offer Entitlements by virtue of a bona fide market claim;

(vii) represents and warrants to each of the Company and Investec that they are not, nor are they applying on behalf of any person who is: (a) located, a citizen or resident, or a corporation, partnership or other entity created or organised in or under any laws, in or of any Excluded Territory or any jurisdiction in which the application for Open Offer Shares is prevented by law; and (b) applying with a view to re-offering, reselling, transferring or delivering any of the Open Offer Shares which are the subject of their application to, or for the benefit of, a person who is located, a citizen or resident, or which is a corporation, partnership or other entity created or organised in or under any laws, in or of any Excluded Territory or any jurisdiction in which the application for Capital Raising Shares is prevented by law, nor acting on behalf of any such

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person on a non-discretionary basis nor a person(s) otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares under the Open Offer;

(viii) represents and warrants to each of the Company, Investec and the Receiving Agent that: (a) the representations and warranties described in Section 8.3 of Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) are true and accurate; or (b) they have executed and returned to the Company an Investor Representation Letter as described in Section 8.4 of Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising);

(ix) represents and warrants to each of the Company and Investec that they are not, and nor are they applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986; and

(x) requests that the Open Offer Shares to which they will become entitled be issued to them on the terms set out in this document, subject to the Articles of Association.

4.4 Money Laundering Regulations

To ensure compliance with the Money Laundering Regulations, the Receiving Agent may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf the Application Form is lodged with payment (which requirements are referred to below as the verification of identity requirements). If an application is made by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Application Form. The person lodging the Application Form with payment (the applicant), including any person who appears to the Receiving Agent to be acting on behalf of some other person, shall thereby be deemed to agree to provide the Receiving Agent with such information and other evidence as the Receiving Agent may require to satisfy the verification of identity requirements and agree for the Receiving Agent to make a search using a credit reference agency for the purpose of confirming such identity and, where deemed necessary, a record of the search will be retained. Submission of an Application Form will constitute a warranty that the Money Laundering Regulations will not be breached by the acceptance of the remittance and an undertaking by the applicant to provide promptly to the Receiving Agent such information as may be specified by the Receiving Agent as being required for the purpose of the Money Laundering Regulations.

If the Receiving Agent determines that the verification of identity requirements apply to any applicant or application, the relevant Open Offer Shares (notwithstanding any other term of the Open Offer) will not be issued to the relevant applicant unless and until the verification of identity requirements have been satisfied in respect of that applicant or application. The Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied, and none of the Receiving Agent, the Company or Investec will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays and potential rejection of an application. If, within a reasonable period of time following a request for verification of identity, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the

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relevant application as invalid, in which event the application monies will be returned (at the applicant's risk) without interest to the account of the bank or building society on which the relevant cheque was drawn.

The verification of identity requirements will not usually apply where:

(A) the applicant is an organisation required to comply with the EU Money Laundering Directive (No. 2015/849/EC);

(B) the applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations;

(C) the applicant (not being an applicant who delivers his/her application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; or

(D) the aggregate price for taking up the relevant Open Offer Shares is less than EUR 15,000 (or its pounds sterling equivalent).

Submission of the Application Form with the appropriate remittance will constitute a warranty to each of the Company and Investec from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

In other cases, the verification of identity requirements may apply. Satisfaction of these requirements may be facilitated in the following ways:

(i) if payment is made by building society cheque (not being a cheque drawn on an account of the applicant), by the building society or bank endorsing on the back of the cheque the applicant's name and the number of an account held in the applicant's name at such building society or bank, such endorsement being validated by a stamp, an authorised signature or provided a supporting letter confirming the source of funds; or

(ii) if the Application Form(s) is/are lodged with payment by an agent which is an organisation of the kind referred to in sub-section (A) above or which is subject to anti-money laundering regulations in a country which is a member of the Financial Action Task Force (the non-EU members of which are Argentina, Australia, Brazil, Canada, Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, the Russian Federation, Singapore, South Africa, Switzerland, Turkey and the United States and, by virtue of their membership of the Gulf Cooperation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the UAE), the agent should provide with the Application Form(s) written confirmation that it has that status and written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Receiving Agent and/or any relevant regulatory or investigatory authority. In order to confirm the acceptability of any written assurance referred to in this sub-section (ii), or in any other case, the applicant should contact the Receiving Agent by telephone on +44 (0)371 384 2050. Lines are open from 8:30 a.m. to 5:30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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4.5 Deposit of Open Offer Entitlements into CREST

If a Qualifying Non-CREST Shareholder wishes to deposit its Open Offer Entitlements into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of the person entitled by virtue of a bona fide market claim) please refer to Section 5.3 of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

4.6 Issue of Open Offer Shares in definitive form

Definitive share certificates in respect of the Open Offer Shares to be held in certificated form are expected to be despatched by post by no later than 13 April 2026, at the risk of persons entitled thereto, to Qualifying Non-CREST Shareholders or to persons entitled thereto or, in the case of joint holdings, to the first-named Shareholder, in each case at their registered address (unless lodging agent details have been completed on the Application Form).

5. ACTION TO BE TAKEN BY QUALIFYING CREST SHAREHOLDERS IN CONNECTION TO THE OPEN OFFER

(A) General

Subject as provided in Sections 7 (Overseas Shareholders) and 8 (Additional Representations and Warranties Relating to Overseas Territories) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder is expected to receive a credit to their CREST stock account for their Open Offer Entitlements equal to the maximum number of Open Offer Shares for which they are entitled to apply under the Open Offer on 11 March 2026. The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements have been allocated.

Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlements will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing.

If for any reason it is impracticable to credit the stock accounts of Qualifying CREST Shareholders, Application Forms shall, unless the Company determines otherwise, be sent out in substitution for the Open Offer Entitlements which have not been so credited or enabled and the expected timetable as set out in this document will be adjusted as appropriate.

References to dates and times in this document should be read as subject to any such adjustment. The Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates, but Qualifying CREST Shareholders may not receive any further written communication.

CREST members who wish to take up all or part of their entitlements in respect of, or otherwise to transfer all or part of, their Open Offer Entitlements held by them in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below. Any CREST sponsored member should consult their relevant CREST sponsor if they wish to take up their entitlement, as only their CREST sponsor will be able to take the necessary action to take up their entitlements in respect of Open Offer Shares.

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(B) Bona fide market claims

The Open Offer Entitlements will constitute a separate security for the purposes of CREST and will have a separate ISIN. Although Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction.

Should a transaction be identified by the CREST Claims Processing Unit as "cum" the Open Offer Entitlements will generate an appropriate market claim and the relevant Open Offer Entitlements will thereafter be transferred accordingly.

(i) USE Instructions

CREST members who wish to take up all or part of their entitlement to Open Offer Shares in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) a USE Instruction to Euroclear which, on its settlement, will have the following effect:

(a) the crediting of a stock account of the Receiving Agent under the participant ID and member account ID specified below, with the number of Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and

(b) the creation of a settlement bank payment obligation (as this term is defined in the CREST Manual), in accordance with the RTGS payment mechanism (as this term is defined in the CREST Manual), in favour of the RTGS settlement bank of the Receiving Agent in respect of the amount specified in the USE Instruction which must be the full amount payable on application for the number of Open Offer Shares referred to in subsection (a) above.

(ii) Contents of USE Instructions in respect of Open Offer Entitlements

The USE Instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
the number of Open Offer Shares for which application is being made (and hence the number of the Open Offer Entitlements being delivered to the Receiving Agent);
the participant ID of the accepting CREST member;
the member account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited;
the participant ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is 6RA86;
the member account ID of the Receiving Agent, in its capacity as a CREST receiving agent. This is RA790101;

the number of Open Offer Shares that the CREST member is expecting to receive on settlement of the USE Instruction. This must be the same as the number of Open Offer Shares to which the application is being made;
the amount payable by means of the CREST assured payment arrangements on settlement of the USE Instruction. This must be the full amount payable on application for the number of Open Offer Shares to which the application is being made;
the intended settlement date (which must be on or before 11:00 a.m. on 26 March 2026);
the ISIN for the Open Offer Entitlements which is GB00BWGBN909;
the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST;
a contact name and telephone number (in the free format shared note field); and
a priority of at least 80.

If the conditions to the Open Offer are not fulfilled on or before 8:00 a.m. on 30 March 2026, or such other time and/or date as may be agreed between the Company and Investec, the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest as soon as practicable thereafter.

(D) Valid acceptance

A USE Instruction complying with each of the requirements as to authentication and contents set out in Section 5(C)(i) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) will constitute a valid acceptance under the Open Offer.

(E) Incorrect or incomplete applications

If a USE Instruction includes a CREST payment for an incorrect sum, the Company, through the Receiving Agent, reserves the right:

(i) to reject the application in full and refund the payment to the CREST member in question (without interest);
(ii) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Capital Raising Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the CREST member in question (without interest); or
(iii) in the case that an excess sum is paid, to treat the application as a valid application for all the Capital Raising Shares referred to in the USE Instruction, refunding any unutilised sum to the CREST member in question (without interest).

(F) Effect of application

A CREST member or CREST sponsored member who makes a valid acceptance in accordance with this Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) thereby:

(ii) agrees with each of the Company and Investec to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to the Receiving Agent's payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay the amount payable on application);

(iii) agrees with each of the Company and Investec that all applications under the Open Offer and contracts resulting therefrom, and any non-contractual obligations relating thereto, shall be governed by, and construed in accordance with, the laws of England and Wales;

(iv) confirms to each of the Company and Investec that in making the application they are not relying on any information or representation other than that contained in this document (or incorporated by reference in), and the applicant accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any information or representation not so contained and further agrees that, having had the opportunity to read this document, including any documentation incorporated by reference, they will be deemed to have had notice of all the information contained in this document (including information incorporated by reference);

(v) confirms to each of the Company and Investec that in making the application they are not relying and have not relied on Investec or any other person affiliated with Investec in connection with any investigation of the accuracy of any information contained in this document or their investment decision;

(vi) represents and warrants to each of the Company and Investec that if they have received some or all of their Open Offer Entitlements from a person other than the Company, they are entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;

(vii) represents and warrants to each of the Company and Investec that they are the Qualifying Shareholder(s) originally entitled to the Open Offer Entitlements or that they have received such Open Offer Entitlements by virtue of a bona fide market claim;

(viii) represents and warrants to each of the Company and Investec that they are not, nor are they applying on behalf of any person who is: (a) located, a citizen or resident, or a corporation,

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partnership or other entity created or organised in or under any laws, in or of any Excluded Territory or any jurisdiction in which the application for Open Offer Shares is prevented by law; and (b) applying with a view to re-offering, reselling, transferring or delivering any of the Open Offer Shares which are the subject of their application to, or for the benefit of, a person who is located, a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws, in or of any Excluded Territory or any jurisdiction in which the application for Capital Raising Shares is prevented by law, nor acting on behalf of any such person on a non-discretionary basis nor a person(s) otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares under the Open Offer;

(ix) represents and warrants to each of the Company, Investec and the Receiving Agent that: (a) the representations and warranties described in Section 8.3 of Part VII (Terms and Conditions of the Capital Raising) are true and accurate; or (b) they have executed and returned to the Company an Investor Representation Letter as described in Section 8.4 of Part VII (Terms and Conditions of the Capital Raising);

(x) represents and warrants to each of the Company and Investec that they are not, and nor are they applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986; and

(xi) requests that the Open Offer Shares to which they will become entitled be issued to them on the terms set out in this document, subject to the Articles of Association.

(G) CREST procedures and timings

CREST members and CREST sponsors (on behalf of CREST sponsored members) should note that Euroclear does not make available special procedures in CREST for any particular corporate action.

Normal system timings and limitations will therefore apply in relation to the input of a USE Instruction and its settlement in connection to the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that their CREST sponsor takes) the action necessary to ensure that a valid acceptance is received as stated above by 11:00 a.m. on 26 March 2026. In this connection, CREST members and (where applicable) CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(H) Company's discretion as to rejection and validity of acceptances

The Company may (having consulted with Investec) agree in its absolute discretion to:

(i) reject any acceptance constituted by a USE Instruction, which is otherwise valid, in the event of breach of any of the representations, warranties and undertakings set out or referred to in this Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and, to the extent applicable, pursuant to Section 8.2 of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising). Where an acceptance is made as described in this Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms

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and Conditions of the Capital Raising) which is otherwise valid, and the USE Instruction concerned fails to settle by 11:00 a.m. on 26 March 2026 (or by such later time and date as the Company and Investec may determine), the Company and Investec shall be entitled to assume, for the purposes of the Company's right to reject an acceptance as described in this Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising), that there has been a breach of the representations, warranties and undertakings set out or referred to in this Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising);

(ii) treat as valid (and binding on the CREST member or CREST sponsored member concerned) an acceptance which does not comply in all respects with the requirements as to validity set out or referred to in this Section 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Part VII (Terms and Conditions of the Capital Raising);

(iii) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid acceptance in substitution for, or in addition to, a USE Instruction and subject to such further terms and conditions as the Company and Investec may determine;

(iv) treat a properly authenticated dematerialised instruction (in this sub-section the first instruction) as not constituting a valid acceptance if, at the time at which the Receiving Agent receives a properly authenticated dematerialised instruction giving details of the first instruction, either the Company or the Receiving Agent has received actual notice from Euroclear of any of the matters specified in Regulation 35(5)(a) of the Uncertificated Securities Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and

(v) accept an alternative instruction or notification from a CREST member or (where applicable) a CREST sponsor, or extend the time for acceptance and/or settlement of a USE Instruction or any alternative instruction or notification if, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to take up all of part of his/her Open Offer Entitlements by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of facilities and/or systems operated by the Receiving Agent in connection with CREST.

5.2 Money Laundering Regulations

If a person holds their Existing Ordinary Shares in CREST and applies to take up all or part of their entitlement as agent for one or more persons, and they are not a UK or EU regulated person or institution (for example, a UK financial institution), then, irrespective of the value of the application, the Receiving Agent is required to take reasonable measures to establish the identity of the person or persons on whose behalf the person is making the application. Such person must therefore contact the Receiving Agent before sending any USE Instruction or other instruction so that appropriate measures may be taken.

Submission of a USE Instruction which constitutes, or which may on its settlement constitute, a valid acceptance as described above constitutes a warranty and undertaking by the applicant to provide promptly to the Receiving Agent any information the Receiving Agent may specify as being required for the purposes of the Money Laundering Regulations or FSMA. Pending the provision of evidence satisfactory to the Receiving Agent as to identity, the Receiving Agent, having consulted with the Company and Investec, may take, or omit to take, such action as it may determine to prevent or delay settlement of the USE Instruction. If satisfactory evidence of identity has not been provided within a reasonable time, then the Receiving Agent will not permit the USE Instruction concerned to proceed to settlement, but without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure by the applicant to provide satisfactory evidence.

5.3 Deposit of Open Offer Entitlements into, and withdrawal from, CREST

A Qualifying Non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in their Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, (in the case of a deposit into CREST) as set out in the Application Form.

A Qualifying Non-CREST Shareholder who wishes to make such a deposit should sign and complete Box 9 of their Application Form, entitled 'CREST Deposit Form' and then deposit their Application Form with the CCSS. In addition, the normal CREST stock deposit procedures will need to be carried out, except that: (a) it will not be necessary to complete and lodge a separate CREST transfer form (as prescribed under the Stock Transfer Act 1963) with the CCSS; and (b) only the Open Offer Entitlements shown in Box 2 of the Application Form may be deposited into CREST.

If you have received your Application Form by virtue of a bona fide market claim, the declaration in Box 6 must be made or (in the case of an Application Form which has been split) marked 'Declaration of sale or transfer duly made'. If you wish to take up your Open Offer Entitlements, the CREST Deposit Form in Box 9 of your Application Form must be completed and deposited with the CCSS in accordance with the instructions above. A holder of more than one Application Form who wishes to deposit Open Offer Entitlements shown on those Application Forms into CREST must complete Box 9 of each Application Form.

In particular, having regard to normal processing times in CREST and on the part of Equiniti, the recommended latest time for depositing an Application Form with the CCSS, where the person entitled wishes to hold the Open Offer Entitlements set out in such Application Form as Open Offer Entitlements in CREST, is 3:00 p.m. on 23 March 2026.

Delivery of an Application Form with the CREST deposit form duly completed, whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company and Equiniti by the relevant CREST member(s) that they are not in breach of the provisions of the notes under the section headed Application Letter on page 3 of the Application Form, and a declaration to the Company and the Receiving Agent from the relevant CREST member(s) that they are not located in, or citizen(s) or resident(s) of, any Excluded Territory or any jurisdiction in which the application for Open Offer Shares is prevented by law, and that they are not located in the United States and, where such deposit is made by a beneficiary or a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.

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The recommended latest time for receipt by Euroclear of a properly authenticated dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4:30 p.m. on 20 March 2026, so as to enable the person acquiring Open Offer Shares following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11:00 a.m. on 26 March 2026. It is recommended that Qualifying CREST Shareholders refer to the CREST Manual for details of such procedures.

5.4 Right to allot/issue in certificate form

Despite any other provision of this document, the Company reserves the right to allot and to issue any Capital Raising Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or of a part of the facilities and/or systems operated by the Receiving Agent in connection with CREST.

6. WITHDRAWAL RIGHTS

Persons wishing to exercise statutory withdrawal rights after the issue by the Company of a prospectus supplementing this document, if any, must do so by sending a written notice of withdrawal, which must include the full name and address of the person wishing to exercise such right of withdrawal and, if such person is a CREST member, the participant ID and the member account ID of such CREST member, to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (for further details, Shareholders should contact the Receiving Agent by telephone on +44 (0)371 384 2050). Lines are open from 8:30 a.m. to 5:30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) no later than two Business Days after the date on which the supplementary prospectus is published, with any withdrawal becoming effective on receipt of such notice by the Receiving Agent. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Notice of withdrawal given by any other means or which is deposited with or received by the Receiving Agent after expiry of such period will not constitute a valid withdrawal.

Furthermore, the exercise of withdrawal rights will not be permitted after payment in full by the relevant person in respect of their Open Offer Shares taken up and the allotment of those Open Offer Shares to such person becoming unconditional. In such circumstances, Shareholders are advised to consult their professional advisers.

7. OVERSEAS SHAREHOLDERS

This document has been approved by the FCA, being the competent authority in the UK. It is expected that Shareholders in the UK and each EEA State will be able to participate in the Open Offer.

It is the responsibility of any person (including, without limitation, custodians, nominees and trustees) outside the UK wishing to take up rights under the Open Offer to satisfy themselves as to the full observance of the laws of any relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories.

The comments set out in this Section 7 (Overseas Shareholders) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) are intended as a general guide only, and any Overseas Shareholder who is in doubt as to their position should consult their professional adviser without delay.

7.1 General

The distribution of this document and the Application Form and the making of the Open Offer to persons resident in, or who are citizens of, or who have a registered address in, countries other than the UK may be affected by the law of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Open Offer.

This Section 7 (Overseas Shareholders) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) sets out the restrictions applicable to Shareholders who have registered addresses outside the UK, who are citizens or residents of countries other than the UK, or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this document to a jurisdiction outside the UK or who hold Ordinary Shares for the account or benefit of any such person.

Capital Raising Shares will be provisionally allotted to all Shareholders, including Overseas Shareholders. However, Application Forms will not be sent to, and Open Offer Entitlements will not be credited to CREST accounts of, Overseas Shareholders with registered addresses in the Excluded Territories or to their agent or intermediary, except where the Company and Investec are satisfied that such action would not result in a contravention of any registration or other legal requirement in any such jurisdiction.

Having considered the circumstances, the Directors have formed the view that it is necessary or expedient to restrict the ability of Shareholders in the United States and the other Excluded Territories to participate in the Open Offer due to the time and costs involved in the registration of this document and/or compliance with the relevant local legal or regulatory requirements in those jurisdictions.

Receipt of this document and/or an Application Form or the crediting of Open Offer Entitlements to a stock account in CREST does not and will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this document and/or an Application Form must be treated as sent for information only and should not be copied or redistributed. No person who has received or receives a copy of this document and/or an Application Form and/or who receives a credit of Open Offer Entitlements to a stock account in CREST in any territory other than the UK may treat the same as constituting an invitation or offer to them nor should they in any event use the Application Form or deal with Open Offer Entitlements in CREST, in the relevant territory, unless such an invitation or offer could lawfully be made to them and the Application Form or Open Offer Entitlements in CREST could lawfully be used or dealt with, without contravention of any registration or other legal or regulatory requirements.

Accordingly, persons who have received a copy of this document or an Application Form, or whose stock account in CREST is credited with Open Offer Entitlements, should not, in connection with the Capital Raising, distribute or send the same in or into, or transfer Open Offer Entitlements to any person in or into, any Excluded Territory. If an Application Form or a credit of Open Offer Entitlements in CREST is received by any person in any such territory, or by their agent or nominee, they must not seek to take up the rights referred to in the Application Form or in this document, or renounce the Application Form, or transfer the Open Offer Entitlements in CREST, unless the Company determines (in consultation with Investec) that such actions would not violate applicable legal or regulatory requirements. Any person who does forward this document or an Application Form in or into any such territories (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this Section 7 (Overseas Shareholders) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

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Subject to Sections 7.2 and 7.4 of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising), any person (including, without limitation, agents, nominees and trustees) outside the UK wishing to take up their Open Offer Entitlements must satisfy themselves as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities, and paying any issue, transfer or other taxes due in such territories. Any Shareholder who is in any doubt as to their position should consult their professional advisers without delay.

The Company may treat as invalid any acceptance or purported acceptance of the offer of Open Offer Entitlements which appears to the Company (in consultation with Investec), or its agents, to have been executed, effected or despatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if, in the case of an Application Form, it provides for an address for delivery of the share certificates in or, in the case of a credit of Capital Raising Shares in CREST, a CREST member or CREST sponsored member whose registered address is in, any of the Excluded Territories or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit, or if the Company (in consultation with Investec), or its agents, believe that the same may violate applicable legal or regulatory requirements. The attention of Shareholders with registered addresses in, or who are resident or otherwise located in, the United States or holding Ordinary Shares on behalf of persons with such addresses is drawn to Section 7.2 of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising). The attention of Shareholders with registered addresses in other territories outside of the UK or holding Ordinary Shares on behalf of persons with such addresses is drawn to Section 7.4 of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

Despite any other provision of this document or the Application Form, the Company reserves the right to permit any Overseas Shareholder to take up their rights if the Company (in consultation with Investec) in its sole and absolute discretion is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question. If the Company is so satisfied, the Company will arrange for the relevant Overseas Shareholder to be sent an Application Form if they are a Qualifying Non-CREST Shareholder or, if they are a Qualifying CREST Shareholder, arrange for Open Offer Entitlements to be credited to the relevant CREST stock account.

Those Overseas Shareholders who wish, and are permitted, to take up their entitlement should note that payments must be made as described in Sections 4 (Action to be Taken by Qualifying Non-CREST Shareholders in Connection to the Open Offer) and 5 (Action to be Taken by Qualifying CREST Shareholders in Connection to the Open Offer) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

The provisions of this Section 7 (Overseas Shareholders) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) will apply to all Overseas Shareholders who do not or are unable to take up Capital Raising Shares provisionally allotted to them.

Specific restrictions relating to certain jurisdictions are set out below.

7.2 United States

Subject to certain limited exceptions, this document and the Application Forms are intended for use only in connection with offers and sales of Capital Raising Shares outside the United States and are not to be sent or given to any person with a registered address, or who is resident or located in, the United States. Subject to certain limited exceptions, neither this document nor the Application Forms constitute or will constitute an offer, or an invitation to apply for, or an offer or invitation to acquire, any Capital Raising Shares in the United States. Except in the limited circumstances described below, Application

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Forms have not been, and will not be, sent to, and Open Offer Entitlements have not been, and will not be, credited to, the CREST account of any Shareholder with a registered address in the United States.

The Capital Raising Shares and the Open Offer Entitlements have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Capital Raising Shares and the Open Offer Entitlements have not been approved, disapproved or recommended by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon the adequacy or accuracy of this document or the Application Form. Any representation to the contrary is a criminal offence in the United States.

The Company reserves the right to treat as invalid any Application Form: (i) that appears to it or its agents to have been executed in or despatched from the United States or that provides an address in the United States for the acceptance or renunciation of the Open Offer; (ii) that does not include the relevant warranty set out in paragraph 10 of the Application Letter on page 3 of the Application Form to the effect that the person accepting and/or renouncing the Application Form does not have a registered address (and is not otherwise located) in the United States and is not acquiring the Capital Raising Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Capital Raising Shares in the United States; or (iii) where the Company believes acceptance of such Application Form may violate applicable legal or regulatory requirements, and the Company shall not be bound to allot (on a non-provisional basis) or issue any Capital Raising Shares in respect of any such Application Form. In addition, the Company and Investec reserve the right to reject any USE Instruction sent by or on behalf of any CREST member with a registered address in the United States in respect of Open Offer Entitlements.

Subject to certain limited exceptions, neither this document nor the Application Form constitutes, or will constitute, or forms part of any offer or invitation to sell, issue or apply for, or any solicitation of any offer to purchase, subscribe for, or take up entitlements to the Capital Raising Shares to any person with a registered address in, or who is resident or located in, the United States. Notwithstanding the foregoing, subject to certain limited exceptions, the Capital Raising Shares may be offered or sold to, and Application Forms may be delivered to, Permitted US Shareholders in the Open Offer pursuant to an applicable exemption from the registration requirements of the US Securities Act.

Any person in the United States who obtains a copy of this document or an Application Form and who is not a Permitted US Shareholder is required to disregard them. Permitted US Shareholders that satisfy the Company as to their status may exercise the Open Offer Entitlements by delivering a properly completed Application Form to the Company in accordance with the procedures set out by the Company. Permitted US Shareholders must also complete, execute and return to the Company, an Investor Representation Letter as described in Section 8.4 of Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising), and Permitted US Shareholders may be required to make certain certifications in the Application Form for the Open Offer Entitlements. The Company has the discretion to refuse to accept any Application Form that is incomplete, unexecuted or not accompanied by an executed Investor Representation Letter or any other required additional documentation.

Potential purchasers of the Capital Raising Shares in the United States are advised to consult legal counsel prior to making any offer for, resale, pledge or other transfer of such Capital Raising Shares. Until 40 days after the commencement of the Capital Raising, an offer, sale or transfer of the Capital

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Raising Shares within the United States by a dealer (whether or not participating in the Capital Raising) may violate the registration requirements of the US Securities Act. No representation has been, or will be, made by the Company or Investec as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the reoffer, pledge or transfer of the Capital Raising Shares.

For the purposes of the Capital Raising, the Company will be relying on an exemption from the registration requirements of the US Securities Act for an offer and sale that do not involve a public offering in the United States.

7.3 US transfer restrictions: procedures for purchasing Capital Raising Shares in the United States

The delivery of the Application Form, and the offering and sale of the Capital Raising Shares in the United States to Permitted US Shareholders are being made in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Capital Raising Shares and the Open Offer Entitlements have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, pledged, taken up, exercised, resold, renounced or otherwise transferred or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or pursuant to an effective registration statement under the US Securities Act.

In order to take up Open Offer Entitlements or otherwise acquire any Capital Raising Shares, each Permitted US Shareholder will be required to execute and deliver to the Company such certifications and other instruments as the Company shall, in its sole discretion, determine.

7.4 Other Excluded Territories

Due to restrictions under the securities laws of the Excluded Territories, and subject to certain exceptions, no Application Forms will be sent to, and no Open Offer Entitlements will be credited to, a stock account in CREST of, persons with registered addresses, or who are resident or located, in the Excluded Territories. Subject to certain exceptions, the Application Forms and the Capital Raising Shares may not be transferred or sold to, or renounced or delivered in, the Excluded Territories. No offer of Capital Raising Shares is being made by virtue of this document or the Application Forms into the Excluded Territories.

7.5 Overseas territories other than the Excluded Territories

Application Forms will be posted to Qualifying Non-CREST Shareholders (other than, subject to certain limited exceptions, those Qualifying Non-CREST Shareholders who have registered addresses in the Excluded Territories) and Open Offer Entitlements have been and, where relevant, will be credited to the CREST stock accounts of Qualifying CREST Shareholders (other than, subject to certain limited exceptions, those Qualifying CREST Shareholders who have registered addresses in the Excluded Territories). Overseas Shareholders in jurisdictions other than the Excluded Territories may, subject to the laws of their relevant jurisdiction, accept their rights under the Capital Raising in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Application Form.

Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of countries other than the United Kingdom should consult their appropriate professional advisers as to

whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Open Offer Entitlements or accept the offer of Capital Raising Shares.

If you are in any doubt as to your eligibility to accept the offer of Capital Raising Shares, you should contact your appropriate professional adviser immediately.

EEA States

In relation to each EEA State (each, a “Relevant Member State”), no Capital Raising Shares have been offered or will be offered pursuant to the Capital Raising to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Capital Raising Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the Relevant Member State, all in accordance with the EU Prospectus Regulation, except, Capital Raising Shares may be offered to the public in that Relevant Member State at any time:

(i) to any legal entity which is a qualified investor as defined under Article 2 of the EU Prospectus Regulation;

(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the EU Prospectus Regulation), subject to obtaining the prior consent of the Global Co-ordinator for any such offer; or

(iii) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,

provided that no such offer of Capital Raising Shares shall require the Company or Investor to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation and each person who initially acquires any Capital Raising Shares or to whom any offer is made under the Capital Raising will be deemed to have represented, warranted, acknowledged and agreed to and with Investor that it is a “qualified investor” within the meaning of Article 2(e) of the EU Prospectus Regulation.

For this purpose, the expression “an offer of any Capital Raising Shares to the public” in relation to any Capital Raising Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Capital Raising and any Capital Raising Shares to be offered so as to enable an investor to decide to acquire any Capital Raising Shares.

In the case of the Capital Raising Shares being offered to a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, such financial intermediary will also be deemed to have represented, warranted, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(e) of the EU Prospectus Regulation and (a) the Capital Raising Shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, or in circumstances in which the prior consent of the Global Co-ordinator has been obtained to each such proposed offer or resale or (b) where Capital Raising Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Capital Raising Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons. The Company, Investor and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

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7.6 UK

No Capital Raising Shares have been offered or will be offered pursuant to the Capital Raising to the public in the UK except in circumstances where one or more exemptions in Part 1 of Schedule 1 to the POATR applies, such as:

(i) Paragraph 2: an offer made solely to qualified investors (as defined in paragraph 15 of schedule 1 to the POATR) ("Qualified Investors");

(ii) Paragraph 3: an offer made to fewer than 150 natural or legal persons in the UK, other than Qualified Investors (subject to obtaining the prior consent of the Global Co-ordinator for any such offer); or

(iii) Paragraph 6: an offer that is conditional on the admission of the Capital Raising Shares to trading on a regulated market or primary MTF.

For this purpose, reference to "an offer of any Capital Raising Shares to the public in the UK" means the communication in any form and by any means of sufficient information on the terms of the Capital Raising and any Capital Raising Shares to be offered so as to enable an investor to decide to acquire any Capital Raising Shares.

Where Capital Raising Shares are offered through a financial intermediary, such financial intermediary will be deemed to have represented, warranted, acknowledged and agreed that it is a Qualified Investor and either: (i) the Capital Raising Shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK other than Qualified Investors; or (ii) where the Capital Raising Shares have been acquired on a non-discretionary basis on behalf of persons in the UK other than Qualified Investors or have been acquired with a view to their offer or resale to persons in the UK other than Qualified Investors, the prior consent of the Global Co-ordinator has been obtained and the offer or resale of those Capital Raising Shares to such persons will be made only where it will not be treated under the POATR as an offer to the public. The Company, Investec and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

8. ADDITIONAL REPRESENTATIONS AND WARRANTIES RELATING TO OVERSEAS TERRITORIES

8.1 Qualifying Non-CREST Shareholders

Any person accepting an Application Form or purchasing the Capital Raising Shares represents and warrants to the Company and Investec that, except where proof has been provided to the Company's satisfaction that such person's use of the Application Form or purchase of the Capital Raising Shares will not result in the contravention of any applicable legal or regulatory requirement in any jurisdiction: (i) such person is not accepting an Application Form, or purchasing the relevant Capital Raising Shares, from within the United States or is otherwise located in the United States; (ii) such person is not in any of the other Excluded Territories or in any territory in which it is otherwise unlawful to make or accept an offer to acquire Capital Raising Shares or to use the Application Form in any manner in which such person has used or will use it; (iii) such person is not acting on a non-discretionary basis on behalf of, or for the account or benefit of, a person located within the Excluded Territories, and in particular such person is not accepting for the account or benefit of any person who is located in the United States unless: (a) the instruction to accept was received from a person outside the United States; and (b) the person giving such instruction has confirmed that it has the authority to give such instruction, and either:

(x) has investment discretion over such account; or (y) is an investment manager or investment company that is acquiring the Capital Raising Shares in an “offshore transaction” within the meaning of Regulation S; and (iv) such person is not acquiring Capital Raising Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Capital Raising Shares into the United States or any territory referred to in (ii) above. The Company may treat as invalid any acceptance or purported acceptance of the allotment of Capital Raising Shares comprised in, or renunciation or purported renunciation of, an Application Form if it: (a) appears to the Company to have been executed in or despatched from the United States or any of the other Excluded Territories or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if the Company or its agents believe the same may violate any applicable legal or regulatory requirement; (b) provides an address in the United States or any of the other Excluded Territories for delivery of definitive share certificates for Consolidated Shares or Capital Raising Shares or any jurisdiction outside the United Kingdom in which it would be unlawful to deliver such certificates; or (c) purports to exclude the warranty required by this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

8.2 Qualifying CREST Shareholders

A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) represents and warrants to the Company and Investec that, except where proof has been provided to the Company’s satisfaction that such person’s acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (i) such person is not accepting or requesting registration of the relevant Capital Raising Shares from within the United States or is otherwise located in the United States; (ii) such person is not in any of the other Excluded Territories or in any territory in which it is otherwise unlawful to make or accept an offer to acquire Capital Raising Shares; (iii) such person is not acting on a non-discretionary basis on behalf of, or for the account or benefit of, a person located within the Excluded Territories, and in particular such person is not accepting for the account or benefit of any person who is located in the United States unless: (a) the instruction to accept was received from a person outside the United States; and (b) the person giving such instruction has confirmed that it has the authority to give such instruction, and either: (x) has investment discretion over such account; or (y) is an investment manager or investment company that is acquiring the Capital Raising Shares in an “offshore transaction” within the meaning of Regulation S; and (iv) such person is not acquiring Capital Raising Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Capital Raising Shares into the United States or any territory referred to in (ii) above.

The Company may treat as invalid any USE Instruction which appears to the Company to have been despatched from the United States, any of the other Excluded Territories or from any territory in which it is otherwise unlawful to make or accept an offer to acquire Capital Raising Shares, or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if the Company or its agents believes the same may violate any applicable legal or regulatory requirement or purports to exclude the warranty required by this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising).

8.3 Further representations applicable to Qualifying Shareholders outside the United States

(i) Each person or purchaser (except for Permitted US Shareholders executing an Investor Representation Letter) that exercises its Open Offer Entitlements, or otherwise acquires any Capital Raising Shares in the Capital Raising will also be deemed by its subscription for, or purchase of, the Capital Raising Shares to represent, warrant and agree that:

(ii) it is, and the person, if any, for whose account or benefit it is acting is, outside the United States (within the meaning of Regulation S) at the time (x) it, or its direct or indirect nominee, receives the Capital Raising Shares, (y) it, or its direct or indirect nominee, subscribes for Capital Raising Shares and (z) if it is purchasing Capital Raising Shares, the buy order for such securities is originated outside the United States;

(iii) it understands that the Capital Raising Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and are subject to significant restrictions on transfer;

(iv) if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Capital Raising Shares, it will do so only in compliance with an exemption from the registration requirements of the US Securities Act;

(v) it has carefully read and understands this document, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other presentation or offering materials concerning the Capital Raising Shares to any persons within the United States, nor will it do any of the foregoing;

(vi) the Company and Investec and their affiliates, and others, will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and will not recognise any offer, sale, pledge or other transfer of the securities made other than in compliance with the above stated restrictions; and

(vii) if any of the representations or agreements made by it are no longer accurate or have not been complied with, it will immediately notify the Company and Investec, and, if it is acquiring any Capital Raising Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and it has full power to make such foregoing representations and agreements on behalf of each such account.

8.4 Further representations applicable to Qualifying Shareholders within the United States

A Permitted US Shareholder will be permitted to take up its entitlements to Open Offer Shares under the Open Offer only if such Permitted US Shareholder executes an Investor Representation Letter in the form provided by the Company, which will contain representations, warranties and agreements as set out by the Company, and delivers it to the Company in accordance with the instructions contained therein.

9. WAIVER

The provisions of Sections 7 (Overseas Shareholders) and 8 (Additional Representations and Warranties Relating to Overseas Territories) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and of any other terms of the Capital Raising relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholder(s) or on a general basis by the Company in its absolute discretion. Subject to this, the provisions of Sections 7 (Overseas Shareholders) and 8 (Additional Representations and Warranties Relating to Overseas Territories) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) supersede any terms of the Capital Raising inconsistent herewith. References in Sections 7 (Overseas Shareholders) and 8 (Additional Representations and Warranties Relating to Overseas Territories) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) and in

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this Section 9 (Waiver) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) to Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of this Section 9 (Waiver) of this Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising) shall apply to them jointly and to each of them.

10. TAXATION

Certain information on taxation in the United Kingdom and the United States with regard to the Firm Placing and the Placing and Open Offer is set out in Part XII (Taxation). The information contained in Part XII (Taxation) is intended only as a general guide to certain aspects of the current tax position in the United Kingdom and the United States and Qualifying Shareholders and prospective investors in the United Kingdom and the United States should consult their own tax advisers regarding the tax treatment of the Firm Placing, the Placing and Open Offer and the holding of Capital Raising Shares in light of their own circumstances. Qualifying Shareholders and prospective investors who are in any doubt as to their tax position or who are subject to tax in any other jurisdiction should consult an appropriate professional adviser as soon as possible.

Qualifying Shareholders and prospective investors should note that the tax legislation of their jurisdiction of tax residence may, for example, have an impact on the tax treatment of any dividends which they receive in respect of Capital Raising Shares.

11. TIMES AND DATES

The Company shall, in its discretion and after consultation with its financial and legal advisers, be entitled to amend the date that Application Forms are despatched or dealings in Capital Raising Shares commence and amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document, and in such circumstances shall notify the FCA and a Regulatory Information Service and, if appropriate, Shareholders.

12. SHARE PLANS

Participants in the Company's Share Plans will be contacted separately with further information on how their options and awards granted under the Share Plans may be affected by the Capital Reorganisation and the Capital Raising.

13. GOVERNING LAW AND JURISDICTION

The terms and conditions of the Capital Raising as set out in this document and the Application Form (where appropriate) and any non-contractual obligation arising out of or related thereto shall be governed by, and construed in accordance with, English law. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Capital Raising, this document or the Application Form (where appropriate). By accepting entitlements under the Capital Raising in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

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PART VIII BUSINESS AND MARKET OVERVIEW

1. OVERVIEW

Customers include: professional photographers/videographers; TV broadcasters, production companies and location crews; film/production companies; and live-streaming enterprises.

Videndum's products typically attach to, or support, a camera, primarily for broadcast, cinematic, video and photographic applications, and are offered as a cohesive package. The portfolio includes camera supports (tripods and heads), video transmission systems and monitors, live-streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, carrying solutions, backgrounds, audio capture, noise-reduction equipment, robotic camera systems and camera accessories.

The Group employs approximately 1,250 people across nine countries and sells into more than 100 countries. Regional revenue mix in 2025 was North America 43%, Europe 37%, APAC 19%, Rest of World 1%. Videndum operates R&D centres in Italy, the UK and the US, with well-invested manufacturing facilities in Italy, Costa Rica and the US, and a Far East procurement centre in Shenzhen, China. Distribution centres are located in the UK, Germany, China, Singapore and Japan.

2. OPERATIONAL STRUCTURE

As at 31 December 2025, Videndum was organised into three divisions: Videndum Media Solutions; Videndum Production Solutions; and Videndum Creative Solutions.

Media Solutions

The Group's Media Solutions division designs, manufactures and distributes premium branded equipment for photographic and video cameras, providing dedicated solutions to professional and amateur photographers/videographers, ICC, enterprises, governments and professional musicians. Product categories include camera supports (tripods and heads), lighting supports and controls, audio capture and noise-reduction equipment, carrying solutions and backgrounds. Media Solutions represented 47% of Group revenue and recorded revenue of £132.7 million and an adjusted operating loss of £6.9 million for the year ended 31 December 2024.

Production Solutions

The Group's Production Solutions division designs, manufactures and distributes premium branded and technically advanced products and solutions for broadcasters, film and video production companies,

ICC and enterprises. Products include fluid heads, tripods, LED lighting, batteries, prompters and robotic camera systems, together with premium services including equipment rental and technical solutions. Production Solutions represented 32% of Group revenue and recorded revenue of £90.7 million and an adjusted operating profit of £1.6 million for the year ended 31 December 2024.

Creative Solutions

The Group's Creative Solutions division develops, manufactures and distributes premium branded products and solutions for film and video production companies, ICC, enterprises and broadcasters. Products include wired and wireless video transmission and lens-control systems, live-streaming solutions, monitors and camera accessories. Creative Solutions represented 21% of Group revenue and recorded revenue of £60.2 million and an adjusted operating profit of £0.5 million for the year ended 31 December 2024.

Effective from 1 January 2026, the Group has simplified its organisational structure to two divisions, namely Videndum Production Imaging, a European mechatronic business focusing on the Broadcast and ICC segments, and Videndum Creative Solutions, a US software and electronics business serving the Cine and scripted TV market and live-streaming enterprises.

3. DEVELOPMENT OF THE GROUP

3.1 Key events

The following table sets out the key events in the development of the Group since its founding:

Year	Event
1909	William Vinten, a mechanical engineer from London, begins manufacturing Kinemacolor projectors for Charles Urban.
1910	The William Vinten company is officially founded. The company is based at 89-91 Wardour Street, London.
1915	William Vinten is invited by the Royal Air Force to design and build a special cine-camera for use in aircraft. Vinten develops the Model B.
1917	Gitzo is founded in France by Arsène Gitzhoven, who produce cameras, shutters, cable releases and film pack frames for the photographic industry.
1928	William Vinten becomes incorporated as a company in England.
1936	Vinten supplies a variety of equipment for the world's first "high definition" public television tests, transmitted from Alexandra Palace in North London.
1940	Vinten's military contracts secure a world market presence for reconnaissance work, particularly with the production of the F24 camera which is fitted into planes that fly over enemy territory.
1949	O'Connor is founded by Chadwell O'Connor, a designer and builder of steam power plants with a passion for locomotives.
1958	Wendelin Sachtler, a cinematographer, actor and inventor designs the first tripod head in a small workshop in Munich-Schwabing, Germany, which leads to the foundation of the new company, Sachtler.

1964	Vinten relocated from London to Bury St Edmunds, Suffolk.
1967	Vinten is awarded the Queen's Award for Technological Innovation for the Peregrine Crane.
1970	Anton/Bauer is established in Shelton, Connecticut, United States, combining creative and technical flare to produce innovative battery products for the broadcast market.
1972	W Vinten Ltd is floated on the London Stock Exchange.
1973	W Vinten Ltd changes its name to Vinten Group.
1974	The first Manfrotto Tripod is launched. It is developed by the photojournalist, Lino Manfrotto, and technician, Gilberto Battocchio, in Bassano del Grappa, Italy.
1989	Vinten acquires Manfrotto in Italy.
1990	Vinten robotic camera control systems are awarded an Emmy Award for Outstanding Achievement in Technical/Engineering Development.
1995	The Group rebrands as The Vitec Group plc.
2010	Vinten celebrates 100 years from its original foundation.
2012	A new production facility opens in Cartago, Costa Rica.
2013	The Group acquires Teradek in the United States.
2014	The Group acquires SmallHD in the United States.
2018	The Group moves to a new, 66,000 square foot purpose-built production facility for its Production Solutions division in Bury St Edmunds, England.
2022	The Group acquires AUDIX in the United States.
2022	The Group rebrands as Videndum plc.
2023	Videndum raises approximately £125 million through an equity raise.
2024	Announced plans to simplify the Group from three divisions to two divisions.
2025	Announced plans to close the Bury St Edmunds manufacturing site and the Group disposes of Amimon, Inc and the JOBY brand.

4. BUSINESS AND PRODUCT MARKET OVERVIEW

4.1 Industry overview

Overview

Industry headwinds

The professional image-capture and production equipment sector which Videndum serves (ICC, Cine and scripted TV and Broadcast) is currently navigating several external headwinds, including episodic disruption from the 2025 Los Angeles fires, lingering after-effects of the 2023 US Writers' and Actors' Strikes, US tariff-related price and logistics pressures and a broader cost of living squeeze, that are shaping ordering patterns, pricing and the pace of recovery.

Production activity in Los Angeles has faced episodic disruption from the January 2025 wildfires, with temporary permit restrictions and pauses on specific shows, but the primary drag on 2025 filming has been broader production cutbacks rather than the fires themselves. FilmLA reported Q1 2025 on-location shoot days down 22.4% year-on-year, and noted that the fires directly affected only a small share of filming sites, even as several high-profile productions briefly halted and permitting in evacuation zones was tightened. The net effect for professional cine and broadcast equipment has been timing slippage on projects and deliveries rather than structural demand destruction.

The industry is still normalising after the 2023 US Writers' and Actors' Strikes. Videndum has flagged a slower-than-hoped recovery through 2024 into early 2025, but "increasing signs of pent-up demand" in Cine as new productions restarted in mid-2025. FilmLA likewise tracked a sequential pickup in new scripted starts even as overall volumes remained subdued, and Sohonet reported that Cine and streaming production starts rose steadily from Q4 2024 to Q3 2025, with Q3 2025 up approximately 10% year-on-year. The current estimates for Q1 2026 are encouraging: Sohonet's initial data for 2026 would put Q1 2026 production starts up 32% year-on-year.

Taken together with the formal end of the 2023 US Writers' and Actors' Strikes, we expect a gradually improving pipeline in Cine and selective strength in Outside Broadcast and sports coverage, while studio broadcast remains softer.

US trade policy has been a clear headwind in 2025. End-user demand in the US is stronger than orders placed by distributors as importers delay purchases until there is more certainty on tariffs. Tariff-related cost increases have been passed on to customers, weighing on US shipments. Industry peers have responded in similar ways: Nikon announced US price increases effective 23 June 2025 "due to recent tariffs"; Canon also indicated and then implemented price rises in the US market; and EVS adjusted its US business model to manage the impact of tariffs while protecting margins. These actions point to a period of higher prices and more cautious ordering behaviour across professional and enthusiastic camera markets in the US, with some temporary reduction in channel inventories but limited evidence of long-term market share shifts.

In the ICC segment, subdued real income growth and the broader cost-of-living squeeze has continued to dampen discretionary consumer spending since 2022, particularly for entry-level and mid-range products. At the same time, demand for higher-end products has proved more resilient, suggesting firmer medium-term prospects for premium categories: CIPA industry shipment data for January-December 2025 shows mirrorless cameras up around 12.5% year-on-year. For suppliers, these trends, combined with tariff-driven price increases in the US, have contributed to uneven quarterly ordering patterns.

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Current industry trends

(A) IP/cloud-connected and integrated workflows

The industry is shifting from siloed on-set devices to connected, IP-enabled workflows that link cameras, wireless transmission and monitoring on set with remote locations and post-production. Videndum's integrated ecosystem in Cine (Teradek + SmallHD) already underpins critical on-set links, and its "Teradek 7" IP/cloud-enabled roadmap is designed to extend that integration beyond set, positioning the Group to participate as productions standardise on connected toolchains. Given Videndum's strong shares in Cine wireless and small on-camera monitors, management expects to maintain leadership in wireless and gain share in monitors as the ecosystem deepens.

(B) Automation and studio modernisation in Broadcast

Studios and Outside Broadcast ("OB") providers are upgrading for automation, remote operation and consistency, which accelerates adoption of robotics and drives next-generation prompters. Category growth is expected to be strongest in robotics and prompters (both approximately 7-9% p.a. 2024-29), supported by innovation (for example, advanced control and IP-enabled workflows). Videndum enters this cycle with a number one share in prompters and a solid position in robotics, and is expected to maintain its high share in prompters while participating in robotics growth; overall, Broadcast revenues are guided to grow approximately 3-4% p.a. for Videndum as lighting share also improves on new product development.

After the 2023 US Writers' and Actors' Strikes and destocking disrupted demand in 2023-24, Cine is expected to return to growth with low-single-digit content spend increases and a gradual shift of production towards Europe (as reported by Ampere Analysis). On set, the mix continues to tilt to more cameras and monitors per production, supporting higher attachment rates of wireless and monitoring, followed by upgrade cycles (for example, spectrum/standard changes) and later IP/cloud-driven refresh. Videndum's Cine revenue is expected to grow broadly with the market at approximately 6-8% p.a., maintaining share in wireless and camera supports while gaining share in monitors and lighting supports.

(D) Structural demand from professional creators in Photography/Videography

Growth in professional and high-end creator demand continues to support premium tripods, heads and accessories, with product innovation a key share driver. Videndum expects underlying Photo/Video growth and targeted new product development (for example, next-generation Manfrotto ONE tripods with fast-deployment locks and hybrid photo/video features) to enable share gains in camera supports. This end-market is a material part of the Group and, alongside Cine and Broadcast, underpins Videndum's 2024-29 revenue outlook tied to market growth plus selective share capture.

4.2 Business overview

Videndum is a leading global provider of premium branded hardware products and software solutions to the content-creation market. The Group offers one of the widest ranges of camera and workflow-supporting products and its brands occupy defensible niche markets through strong product positioning, innovating technology and, in many cases, leadership in market share.

Videndum's product portfolio includes camera supports (tripods and camera heads), video transmission systems and monitors, live-streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, carrying solutions, backgrounds, audio capture and noise-reduction equipment.

As at 31 December 2025, the Group had a decentralised structure organised into three divisions: Videndum Media Solutions; Videndum Production Solutions; and Videndum Creative Solutions. From 1 January 2026, the Group has moved to two divisions: Videndum Production Imaging, focusing on our Broadcast and ICC segments, and Videndum Creative Solutions, serving the Cine and scripted TV market and live-streaming enterprises.

(A) Media Solutions

The Media Solutions division represented 47% of Group revenue in the year ended 31 December 2024. For the year ended 31 December 2024, Media Solutions reported external revenue of £132.7 million and an adjusted operating loss of £6.9 million. The division's monthly average headcount in 2024 was 719 (2023: 800). Media Solutions' principal footprint includes Feltre, Italy (camera and lighting supports), Ashby-de-la-Zouch, UK (Rycote windshields and accessories) and Portland, Oregon, US (AUDIX microphones). US distribution for the division has been consolidated into the Savage facilities in the Phoenix/Chandler, Arizona area. In 2025 the Group announced a further footprint change: the planned closure of the Ashby-de-la-Zouch site, with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds, part of the broader cost-reduction and efficiency programme.

Media Solutions designs, manufactures and distributes premium branded equipment for photographic and video cameras, serving professional and amateur photographers and videographers, ICC, enterprises, governments and professional musicians. Products span camera supports, lighting supports and controls, audio capture and noise reduction equipment, carrying solutions and backgrounds.

Videndum holds leading positions across most Media Solutions categories, underpinned by:

well-known brands trusted for professional performance;
a robust innovation pipeline and in-house R&D and manufacturing;
global routes to market across specialist distributors, retailers and growing direct-to-consumer channels; and
an integrated supply chain and ongoing operational excellence programmes.

The division's strategy is to concentrate on core professional video and imaging categories where brand strength and product performance support price leadership and mix. Portfolio simplification has continued: on 3 September 2025 Videndum sold the consumer-oriented JOBY brand to VIJIM for approximately £5 million gross, further reducing exposure to entry-level smart-phonography/vlogging accessories and sharpening the division's focus on professional supports, backgrounds and audio.

Demand across the consumer and ICC segments of Media Solutions remained challenging through 2024, with declines moderating relative to 2023. The division maintained tight pricing discipline and used Cassa Integrazione Guadagni Ordinaria (CIGO) at the Feltre factory to flex output and avoid excess inventory, alongside previously implemented restructuring and cost actions.

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In 2025 to date, US tariffs have created market uncertainty, with sell-out volume in excess of the sell-in orders we have received from the Group's distributors. Revenue was therefore 24% lower than in H1 2024 but only 6% lower than in H2 2024, which benefitted from the seasonal gifting period.

The key product areas captured by the division are:

(i) Photo & video supports (tripods and heads)

Brands: Manfrotto and Gitzo.

Manfrotto addresses studio, pro video and enthusiast use; Gitzo is the benchmark for premium outdoor and lifestyle photography supports.

(ii) Lighting stands, controls and backgrounds

Brands: Avenger and Manfrotto (lighting supports and grip); Savage, Colorama and Superior (backgrounds).

Avenger's compact heavy-duty stands address the shift to smaller, mobile crews; Savage/Colorama/Superior provide seamless paper and fabric backgrounds manufactured in the US and UK.

(iii) Carrying solutions

Brands: Lowepro, Manfrotto, Gitzo.

The portfolio covers professional hard cases and studio solutions (Manfrotto) and adventure/outdoor camera bags (Lowepro, Gitzo).

(iv) Audio capture

Brands: AUDIX and Rycote.

AUDIX designs and manufactures professional microphones at Videndum's Portland, Oregon audio centre of excellence; Rycote provides market-leading windshields, shock mounts and related accessories and has introduced its own professional microphones for film and location sound.

The division's brands continue to receive industry recognition for innovation and design across supports, lighting/grip and audio capture categories, reinforcing their premium positioning and customer loyalty.

(B) Production Solutions

The Production Solutions division represented 32% of Group revenue in the year ended 31 December 2024. For the year ended 31 December 2024, Production Solutions recorded revenue of £90.7 million (2023: £101.2 million) and adjusted operating profit of £1.6 million (2023: £12.6 million). The division's monthly average headcount was approximately 529 in 2024. The division is headquartered at the William Vinten Building, Bury St Edmunds (UK). Manufacturing has historically been undertaken in Bury St Edmunds (UK) and Cartago (Costa Rica). In 2024-25 the Group approved and began transferring assembly and manufacturing from Bury St Edmunds to existing Group sites in Feltre (Italy) and Cartago (Costa Rica) as part of its footprint optimisation.

Production Solutions designs, manufactures and distributes premium branded, technically advanced products and solutions for broadcasters, film and video production companies, ICC and enterprises. Its portfolio spans fluid heads and tripods, LED lighting, batteries, prompters and robotic camera systems, complemented by equipment rental and technical services. The division delivered equipment for major live events, including the Paris 2024 Olympics, and launched notable new products such as the Vinten Versine 360 fluid head and Litepanels Astra IP weather-sealed LED panels, both of which secured advance orders for 2025. The Vinten Versine 240 fluid head was launched in September 2025, and the Vinten Versine range was chosen to be the only winner of the 2025 Innovation Award from the Guild of Television Camera Professionals.

Products and services are sold globally through Videndum's direct sales teams, specialist distributors and online channels under a set of market-leading brands: Vinten, Sachtler, OConnor, Litepanels, Quasar Science, Anton/Bauer, Autoscript, Autocue, Camera Corps (and rental via The Camera Store).

Production Solutions is positioned at the intersection of two durable trends:

studio automation and remote operation across news, sport and entertainment; and
the continued shift toward on-location and outside-broadcast production that demands rugged, weather-resistant equipment.

These dynamics favour premium, mission-critical systems, robotic camera platforms and IP-native prompting for consistent, lower-cost studio output; high-output, weather-sealed LED lighting for field use; and quiet, zero-emission battery energy storage as an alternative to small fuel generators, supporting upgrade and replacement cycles across the division's core categories.

Aligned to these drivers, the division's roadmap prioritises:

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advanced studio robotics and control (including presenter tracking and broader device integration); and
software-led, IP-native prompting that enables voice- and network-based workflows; next-generation supports and fluid heads for fixed and mobile camera positions in studio and OB.

Together, these programmes are intended to reinforce performance leadership (latency, reliability, security and ecosystem integration), stimulate multi-year upgrade cycles (including 6 GHz and IP/cloud transitions) and support price integrity and share resilience versus lower-priced alternatives.

Production Solutions has operated against mixed but improving market conditions through 2024 and early 2025. The broadcast backdrop was broadly flat, with studio activity subdued but sports and outside-broadcast demand growing. US tariff uncertainty restrained shipments in the first half of 2025, although tariff costs were largely passed through and pricing discipline improved; order intake has also strengthened of late. With limited channel inventory and component stocks in place, management expects any end-market uptick to convert to revenue with little delay.

The key product areas captured by the division are:

(i) Supports and fluid heads

Brands: OConnor, Sachtler, Vinten.

OConnor remains a reference standard for cinematography supports and has been recognised by the Academy with both a Scientific & Engineering Award (1975) and an Academy Award of Merit (1992) for fluid-head innovation. Sachtler continues to lead professional video supports, including the widely adopted Flowtech tripod and aktiv heads. In 2024 Vinten introduced the Versine 360 fluid head, positioned as the next-generation successor to Vision-series heads for demanding broadcast and live production environments. The Vinten Versine 240 fluid head was launched in September 2025.

(ii) Studio pedestals

Brands: Vinten and Sachtler.

Vinten and Sachtler lead in studio pedestals, trusted worldwide for smooth, stable and precise on-air movement. Vinten’s Quattro and Osprey ranges set the standard for broadcast performance, while Sachtler offers versatile solutions for smaller and mid-sized studios, ensuring reliable operation across diverse production environments.

(iii) Prompters

Brands: Autoscript and Autocue.

Autoscript and Autocue supply prompting hardware and WinPlus-IP software to global broadcasters and corporate studios. Autoscript’s Voice technology enables real-time speech-driven scroll control by presenters. In 2025 the brands introduced a Pan Tilt Zoom (“PTZ”) prompter system designed for multicamera studio environments (orders opening September 2025).

(iv) Mobile power

Brand: Anton/Bauer.

Anton/Bauer provides premium mobile power systems (including Gold Mount/Gold Mount Plus ecosystems) for cine, broadcast and OB applications, and has been recognised with an Emmy® and a Scientific & Engineering Academy Award® for engineering achievement.

(v) Distribution, rental and services

Brands: Camera Corps and The Camera Store.

Camera Corps provides speciality remote cameras, support systems and full-service facilities to international and regional broadcasters. The Camera Store offers rental of supports, pedestals, heads, lighting and associated accessories to studios and OB companies.

(vi) Automated studio systems

Brands: Vinten and Camera Corps.

Vinten’s VEGA robotics control platform has been enhanced with AI-driven presenter tracking (developed with Seervision), supporting flexible and automated studio operations. Camera Corps designs and deploys speciality robotic and remote camera systems for premier events (including the Olympic Games) and has been recognised by the Royal Television Society for innovation in events coverage.

(vii) LED lighting

Brands: Litepanels and Quasar Science.

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Litepanels is a pioneer in professional LED lighting with multiple Technology & Engineering Emmy® honours. In 2024 the brand launched the Astra IP bi-colour panel range with enhanced durability and weatherproofing for field use. Quasar Science continues to develop high-fidelity pixel instruments (for example, Rainbow series) for colour-accurate, creative control on set.

The Creative Solutions division represented 21% of Group revenue in the year ended 31 December 2024. For 2024, Creative Solutions reported external revenue of £60.2 million and an adjusted operating profit of £0.5 million (statutory operating loss £11.3 million). The division is headquartered in Irvine, California, with principal manufacturing in the United States (Irvine, California and Cary, North Carolina through SmallHD) and production capability in Cartago, Costa Rica.

Creative Solutions develops, manufactures and distributes premium branded products and solutions for film and scripted TV, live production, broadcast and enterprise customers. The portfolio includes wired and wireless video transmission systems, lens-control systems, monitors and camera accessories, marketed primarily under the Teradek, SmallHD and Wooden Camera brands. Products are sold globally via multi-channel distribution, including the Group's direct e-commerce platforms and third-party partners. The division's competitive position is underpinned by proprietary technologies (for example, zero-delay wireless video in Bolt systems) and a sustained focus on workflow efficiency for on-set and remote collaboration.

Creative Solutions' market drivers include a recovering pipeline in Cine and scripted TV alongside broadly flat studio broadcast but growing sports/OB, plus an accelerating shift toward IP-based, remote and multi-location workflows. Adoption of higher-spec formats and toolchains (notably 4K/HDR monitoring) and expansion of usable spectrum, such as U-NII-5/“6 GHz” bands for zero-delay wireless, are supporting upgrade cycles in on-set wireless and monitoring. In parallel, certain contribution/monitoring technologies are gaining traction in adjacent professional markets (for example, US public safety), expanding the addressable base for software-enabled remote collaboration and device control. Together, these trends underpin an integrated-workflow thesis in which Creative Solutions participates through tightly coupled wireless-plus-monitor ecosystems and IP/cloud control platforms, positioning the division to benefit as productions standardise on connected, secure, low-latency workflows.

Creative Solutions has faced a volatile but gradually improving backdrop. 2024 saw a recovery in cine/scripted activity from a depressed 2023 base, with early 2024 strength giving way to mid-year softness before a resumption in demand expected from mid-2025. Across 2025 the division has also seen tariff-driven channel caution in the US, which left end-user demand running ahead of distributor orders and kept US channel inventory low, conditions that should allow any recovery to convert quickly to revenue. At the same time, workflow trends remain supportive: continued standardisation on integrated wireless-and-monitoring on set, incremental adoption of IP/cloud contribution and device control and expansion into adjacent use-cases that leverage the same core technologies. Order intake has strengthened and an improving cine/scripted pipeline and normalising independent-creator demand should flow through more rapidly given limited channel stocks.

Following its strategic review, Videndum has sharpened Creative Solutions around core professional content-creation workflows and exited non-core activities. Lightstream (gaming-oriented cloud streaming) was sold in October 2023. On 9 April 2025 the Group sold the Amimon Israeli operating business for gross cash consideration of £2.6 million, retaining the underlying Amimon intellectual

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property and granting the buyer a licence to use certain Teradek-related IP for non-competing products, thereby preserving Videndum's wireless roadmap within Creative Solutions while removing non-core cost.

The key product areas captured by the division are:

(i) Video transmission systems

Teradek provides zero-delay wireless systems (Bolt / Bolt 6) widely used in cinema and live production, alongside Prism encoders/decoders for secure, ultra-low-latency contribution and distribution in 4K HDR. Recent introductions extend range and 6 GHz capabilities for congested RF environments.

(ii) Monitors

SmallHD designs and manufactures on-camera, studio and production monitors, including 4K HDR lines with full-array local dimming designed for high-contrast, set-to-suite monitoring.

(iii) Camera accessories

Wooden Camera supplies high-quality camera rigs and accessories that integrate with leading digital cinema ecosystems; elements of the product line have been transitioned into the Group's Costa Rica manufacturing site to enhance efficiency.

(iv) Internet Protocol (IP) video

Teradek's Prism family (Rack, Flex and mobile form factors) supports mission-critical H.264/HEVC 4K HDR contribution, return video and cloud/edge workflows used in broadcast trucks, studios and distributed teams.

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5. STRATEGY AND STRENGTHS

5.1 Strengths

(i) Technology leadership: track record of innovative new product development through customer-led R&D

2024 Winners

Award	Winner
NAB Excellence in Sustainability Award	Anton/Bauer
ProdU Innovation Technology Award	Anton/Bauer
BroadcastPro Awards – Best AI Product	Vinten VEGA
Royal Television Society Innovation Impact Award	Anton/Bauer
ProMoviemaker Gear of the Year Awards – Best Tripod System	Sachtler Flowtech aktiv
Corporate Star Awards – Best Charity Initiative	Production Solutions Action4Good

2025 Winners

Award	Winner
CineD IBC Best of Show Award	Manfrotto ONE Hybrid
TVBEurope IBC Best of Show Award	Autocue PTZ
ProMoviemaker Gear of the Year Awards – Best Tripod System	Sachtler Flowtech 75 MS aktiv head
GTC Innovation Award	Vinten Versine Range
BroadcastPro ME Manufacturer Awards – Best in Lighting	Litepanels Astra IP

Worldwide channel strength: global leader in specialist niche markets, reflected by the scale and depth of Videndum's network of channel partners.

Sourcing and manufacturing excellence: well-invested, highly automated, lean and environmentally friendly factories, with a continuous improvement culture

In line with its operational efficiency programme, the Group is consolidating and simplifying its footprint to increase utilisation and drive margin restoration. Actions include: the closure of UK manufacturing at Bury St Edmunds with production transferring to Feltre and Cartago; the closure of our Australia operations, transitioning to a third-party distribution model that will be fulfilled from our China and EU warehouses; the closure of Ashby-de-la-Zouch with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds; and streamlining operations in China. Prior network moves have also shifted Media Solutions' US distribution to Arizona, relocated audio R&D and microphone production to Portland, Oregon, and moved Wooden Camera manufacturing to Cartago, aligning capacity with demand and leveraging established centres of excellence.

A continuous-improvement and lean culture underpins these changes. The Group has centralised procurement, strengthened purchasing and supply-chain structures, and is reducing its warehouse footprint. Environmental measures, such as installing solar panels and other energy-saving initiatives at sites, are intended to cut direct energy use while supporting resilient, responsive operations for global customers.

(ii) Operational efficiency: a dedicated programme designed to improve operational efficiency

Operational efficiency is a core pillar of Videndum's plan to rebuild margins and cash generation. At the end of 2024 the Group set out a programme focused on four levers – reinstating pricing discipline, improving operational efficiency, driving gross margin and reducing discretionary spend – together with

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a structural simplification from three divisions to two from H1 2026 to reduce duplicated overheads. An additional area of focus within this programme is the reduction of product, material and semi-finished goods costs through value engineering and sourcing initiatives.

Execution is well advanced. In 2025 the Group has:

commenced the transfer of manufacturing from Bury St Edmunds (UK) to Feltre (Italy) and Cartago (Costa Rica);
announced the closure of Ashby-de-la-Zouch with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds; and
initiated further streamlining, including simplification of operations in China.

(iii) Experienced leadership and strengthened execution focus

The Board has been refreshed to accelerate delivery of the operational and strategic plan. Stephen Harris was appointed Chairman on 1 May 2024, bringing longstanding public-company leadership to the Group; further depth has been added with the appointments of Polly Williams (Non-Executive Director and Audit Committee Chair from 1 July 2024), Eva Lindqvist (Non-Executive Director from 1 April 2025 and Senior Independent Director from 16 June 2025), and, with effect from 31 July 2025, Aidan de Brunner and Martin Cooke as Non-Executive Directors. In October 2025, Brian Morgan was appointed Chief Financial Officer with effect from 13 October 2025. Collectively, these changes strengthen financial, operational and governance capabilities to support execution of Videndum's transformation agenda.

Under this leadership, Videndum is executing a structured efficiency and simplification programme designed to restore margins and improve cash generation. Actions include consolidating manufacturing, reinstating pricing discipline and SKU rationalisation and simplifying from three divisions to two from the beginning of 2026. Portfolio focus has been sharpened through the sale of Amimon in April 2025 and the disposal of JOBY in September 2025, further aligning the Group to core professional markets.

5.2 Strategy

(i) Sharpen focus on professional content-creation

Videndum is concentrating resources on higher-value professional workflows (Broadcast; Cine and scripted TV; and ICC) and has exited or disposed of non-core activities, aligning the portfolio to core professional segments and aiding deleveraging.

(ii) Expand revenue and margins through reduction in product, material and semi-finished goods costs, portfolio simplification and improved operational efficiency

(iii) Drive new product innovation in key categories

Videndum is focused on improving the rate of new product innovation in order to stimulate market growth, and is consolidating diverse R&D activities while strengthening the Group's R&D function.

The roadmap centres on:

Supports: Videndum is strengthening its leadership in professional camera supports through continued partnership across Manfrotto, Gitzo, Vinten, Sachtler and OConnor. Current development focuses on lighter-weight, higher-rigidity materials, improved ergonomics and faster deployment in the field, alongside enhancements in smoothness, payload capacity and durability. Recent updates include refinements to Flowtech and aktiv tripod systems, new carbon-fibre architectures, upgraded fluid-head designs and the Manfrotto ONE hybrid tripod.
Wireless and monitoring: Videndum has reiterated a focus on delivering innovative new products, and retained the Amimon intellectual property, underpinning continued development of zero-delay 4K HDR wireless within Teradek and tight integration with SmallHD monitoring. Recent updates include 6 GHz (U-NII-5) support in Teradek's Ranger line and ongoing expansion of Teradek Core for IP/cloud-based contribution and device control. SmallHD also extended its 4K/HDR portfolio with the Quantum 27 OLED reference monitor in July 2025, reinforcing leadership from on-camera to production-grade displays.
Broadcast prompting/automation: Videndum continues to advance studio automation through Vinten VEGA, an advanced robotic control platform that adds AI-driven presenter tracking, broader device control and an upgraded user interface; Autoscript is expanding software-led innovation with WinPlus-IP Voice, enabling hands-free, speech-driven prompting and deeper IP-workflow integration. These releases position Videndum to lead upgrade and automation cycles across studios and Outside Broadcast.

These programmes are intended to reinforce Videndum's differentiation at the premium end – near-zero latency wireless performance, robust IP control and monitor ecosystem depth in Cine; and robotics/automation and software-led prompting in Broadcast – and seek to stimulate replacement and upgrade cycles (for example, 6 GHz adoption and IP/cloud transitions), supporting price integrity and share resilience against lower-priced alternatives.

Videndum also intends to exploit Assistive AI, including expert systems and workflow automation tools that support and augment human decision-making and processes.

(iv) Strengthen go-to-market and geographic reach

(v) Enhance financial discipline and continuing to delever the balance sheet

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6. CUSTOMERS AND END-MARKETS

6.1 Customers

Videndum's success depends on an intimate understanding of professional users and their workflows. The Group's core customers can be categorised as follows:

Professional photographer/videographer (including prosumer): creators producing still and moving images across commercial, studio and on-location settings who rely on camera supports, bags, lighting supports and backgrounds. Videndum serves both working professionals and high-end amateurs in this segment, which represents the largest share of Group revenue within Photography/Videography. Routes to market are a mix of online channels, specialty dealers, independent distributors and e-commerce.
TV broadcaster, production company and location crews: teams producing news, live sports and other non-scripted studio/field programming that require robust camera supports, prompting, robotics, wireless video links and mobile power. In Broadcast, Videndum mainly sells via distributors and systems integrators (with some direct sales to freelancers and rental), a route to market that carries limited de-stocking risk because equipment is typically ordered to demand.
Film/production company (including independent film-makers): producers of feature films and scripted TV using cine-grade camera supports, batteries, lighting supports and on-set monitoring and zero-delay wireless video for 4K/HDR workflows. Videndum's integrated on-set ecosystem – wireless transmission tightly integrated with monitors – supports complex, multi-camera shoots and is designed for reliability and low latency in high-stakes environments.
Live-streaming enterprises (for example, government, education, healthcare, houses of worship): organisations requiring secure, low-latency contribution, remote collaboration and monitoring across locations. Videndum addresses these needs with IP/bonded-cellular contribution and on-set/remote viewing tools that connect crews and stakeholders, with the roadmap extending to cloud-enabled workflows. Across these customer groups, routes to market reflect end-market norms: Broadcast primarily via distributors and systems integrators (plus direct to freelancers); Cine via rental houses, distributors and direct to freelancers; and Photography/Videography through distributors/dealers and a meaningful e-commerce mix.

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6.2 Supply chain

Videndum operates a global, multi-tier supply chain supporting predominantly low-volume, small-batch manufacturing. The Group sources materials from reputable suppliers and, where economically and technically feasible, insources production to maintain control over quality, proprietary technology and environmental standards. The footprint is underpinned by vertically integrated factories and a Global Sourcing Office in Shenzhen, China that manages vendor relationships, quality control and product development across APAC, improving productivity and time-to-market. Where insourcing is not optimal, the Group seeks competitive supply close to its facilities to support service, cost and environmental objectives.

Videndum's approach to responsible procurement combines policy, screening and audit. The Board has approved a Modern Slavery Policy and the Company publishes an annual Slavery and Human Trafficking Statement under the UK Modern Slavery Act. Supplier due diligence is supported by NAVEX RiskRate, which the Group uses to screen new suppliers and conduct ongoing audits of existing partners; employees involved in partner selection are trained on this system, and anti-bribery and ethical-procurement updates are provided to the Board and Audit Committee at least annually.

The Group's procurement processes integrate environmental and ethical considerations, and Videndum is progressively rolling out a Group-wide supplier ESG assessment methodology to deepen engagement on carbon and wider ESG credentials with priority suppliers. These controls sit within the Group's broader governance framework described in 2024 Annual Report and Accounts (Responsible Business; Audit, Risk and Internal Control), which also outlines internal oversight of compliance and ethics, including whistleblowing and anti-bribery training.

Videndum's manufacturing sites (Italy, Costa Rica, US) operate ISO-certified quality, environmental and health and safety management systems, and the supply chain supports these standards through vendor qualification and ongoing monitoring. The Group's sourcing model, combining insourcing where feasible, qualified external partners where efficient, and APAC vendor management through Shenzhen, supports cost, service and sustainability targets.

6.3 Manufacturing, quality control and logistics

Videndum's principal manufacturing footprint comprises well-invested facilities in Feltre (Italy), Cartago (Costa Rica) and the United States, supported by a Group Global Sourcing Office in Shenzhen, China. The Group manufactures the majority of its products in-house, benefiting from vertically integrated, low-volume/small-batch processes, lean methodologies and automation to improve quality, service and efficiency while reducing cost. Videndum's major manufacturing sites are certified ISO 9001 (quality), ISO 14001 (environment) and ISO 45001 (health and safety).

In April-May 2025 the Group confirmed the relocation of assembly and manufacturing from the UK Bury St Edmunds site to Feltre and Cartago as part of an operational efficiency programme; Bury St Edmunds remains the Production Solutions divisional headquarters and engineering hub. In August 2025 the Group further announced the planned closure of the Ashby-de-la-Zouch site (windshields and accessories), with manufacturing outsourced or transferred to Feltre and storage to Bury St Edmunds.

Videndum's sourcing model combines in-house manufacturing with reputable third-party suppliers, insourcing where economically and technically feasible (including where Group sites offer stronger environmental credentials), and leveraging the Shenzhen office for vendor management, quality control and product development across APAC.

(A) Feltre, Italy

The Feltre facility is Videndum's principal European site for supports and grip within Media Solutions (including Manfrotto, Gitzo and Avenger). The large, automated operation focuses on premium aluminium/carbon-fibre structures, with vertically integrated component production and lean assembly lines. Production is being scaled to absorb work transferred from the UK, in line with the Group's 2024-2025 manufacturing consolidation.

(B) Cartago, Costa Rica

Cartago serves Production Solutions and Creative Solutions with high-end heads, tripods, camera accessories and mobile power (including Vinten, Sachtler, OConnor and Anton/Bauer). The site benefits from proximity to North America, tariff incentives and a skilled workforce. Videndum has been expanding Cartago's role, including the transfer of Wooden Camera manufacturing from Texas.

Bury St Edmunds has historically specialised in robotics, automation and broadcast studio equipment (Vinten and Sachtler), including the proprietary carbon-fibre process used in Flowtech tripods. In 2025, Videndum began relocating manufacturing from this site to Feltre and Cartago to simplify the footprint and reduce cost; the site continues to serve as Production Solutions headquarters and an engineering centre.

(D) Portland, Oregon, USA (Audio Centre of Excellence)

Following the AUDIX acquisition in 2022, Videndum established Portland as its US audio centre of excellence, consolidating audio R&D and microphone manufacturing for the Group's audio brands (including Rycote microphones). During 2023-2024 the Group moved audio R&D and microphones production from the UK to Portland, accelerating in-house design and vertical integration for high-end, US-made microphones. AUDIX's Oregon facility underpins Videndum's strategy to scale premium audio and expand US manufacturing.

Videndum's operations are underpinned by Group quality systems and ISO certifications, with logistics routed through a global network of distribution partners and regional facilities. The Global Sourcing Office in Shenzhen supports vendor governance and time-to-market gains, while the manufacturing consolidation programme is intended to simplify flows across Europe and the Americas and enhance gross margins as markets normalise.

6.4 Employees

The following table details the average number of full-time equivalent employees for the years ended 31 December 2022, 31 December 2023 and 31 December 2024.

Year ended 31 December	2024	2023	2022
Average number of full-time employees	1,569	1,717	1,908

Videndum currently employs around 1,250 people across nine countries, with operations, R&D and distribution structured to support its global customer base. Group policies emphasise a consistent framework for workforce communication, health and safety and operating guidelines across sites.

Videndum aims to offer a safe, inclusive and engaging work environment for employees across all nine countries in which employees are situated. Employees' health and safety is taken very seriously, and the Group believes they are rewarded fairly with competitive remuneration packages. Appropriate recruitment, appraisal, talent management and succession planning strategies are in place to ensure Videndum recruits and retains diverse, good quality people and leadership across the business. Videndum is supporting its transformation plans with strong communication and employee engagement plans.

6.5 Responsible business

Videndum is a small company with a global footprint and is committed to working responsibly. The Group applies a coordinated, Group-wide ESG approach focused on the material issues affecting the business and its stakeholders, engaging employees, shareholders, customers, suppliers and ESG/ratings bodies to develop, deliver and evolve its programme. The strategy prioritises actions with the greatest impact, aims to reduce environmental footprint, protect health and safety and improve diversity and inclusion across workplaces. Videndum continues to structure its ESG activity around four pillars: the environment, its people, responsible practices and giving back.

ESG Governance

The Board has overall responsibility for Videndum's ESG programme and climate-related risks, delegating oversight to the ESG Committee, which is supported by senior executives, divisional leads and external consultants (Inspired ESG). The ESG Committee is supported by the ESG Working Group, which meets bi-weekly and, facilitated by Inspired ESG, tracks TCFD/CSRD alignment and identifies climate-related risks and opportunities, with outcomes reported to the ESG Committee. The Head of Group Risk Assurance leads climate risk management, attends all workshops, reviews mitigation plans and provides annual TCFD updates (including emissions data) to the Audit Committee. ESG and climate considerations are integrated into risk management and financial planning, including the cost of CSRD compliance and purchase of RECs for select sites. While climate change remains a principal risk, its short- to medium-term impact is considered minimal and manageable given the Group's active mitigation measures and governance oversight.

Environment

Videndum targets net zero by 2035 for Scope 1 and 2, and by 2045 for Scope 3. In 2024 the Group confirmed that, given current conditions, its primary focus is achieving these net-zero targets (rather than attaining "carbon neutral" status by 2025). Year-on-year decarbonisation is pursued through energy-efficiency measures, renewable electricity contracts (including RECs where needed), site rationalisation and selective on-site generation.

For FY2024, reported gross emissions were Scope 1: 1,068 tCO₂e; Scope 2 (market-based): 748 tCO₂e; Scope 3: 84,931 tCO₂e (total 86,747 tCO₂e). Versus the 2021 baseline, the Group reports a 16% reduction in Scope 1 and 2 and a 48.4% reduction in total footprint, with Purchased Goods & Services (Scope 3, Category 1) down 52.7%. The Group also reported an 89.2% increase in on-site renewable energy production from 2023 to 2024 and expects further benefits from renewable energy contracts and efficiency projects in 2025.

People

Videndum aims to attract, develop and retain a diverse workforce and prohibits discrimination under its Code of Conduct. At year-end 2025, the Board comprised 38% female/62% male and the Executive Committee comprised 14% female/86% male. The Company maintains structured employee

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engagement (including Non-Executive Director-led sessions), wellbeing initiatives and development programmes across divisions.

Responsible practices

Videndum operates a Group-wide framework of policies and controls, including a Code of Conduct, anti-bribery and corruption policy with training (covering gifts and hospitality) and supplier due diligence using the NAVEX RiskRate system. The Company publishes an annual Slavery and Human Trafficking Statement and affirms a zero-tolerance stance on modern slavery and human rights violations in its operations and supply chain. Non-financial and sustainability information is integrated into the Strategic Report, with the Board overseeing compliance and internal controls through its Audit Committee.

Giving back

Videndum supports the communities in which it operates and reports on its "Responsible business" activity across four pillars, our people, environment, responsible practices and giving back, with examples of educational support, equipment donations and local community initiatives set out in the Company's 2023 Environment, Social and Governance Report.

6.6 Insurance

The Group takes out a number of insurance policies each year, which it believes are appropriate to cover risks in the operation of its business, in respect of the amount and applicable excesses and deductibles, considering the Group's business locations as well as the size and scope of the Group's business activities. These include, among others, property/business interruption insurance, directors and officers liability insurance, marine insurance, cyber insurance, public and products liability insurance, motor insurance, aviation insurance, UK engineering inspection insurance, UK employers' liability insurance, US workers compensation insurance, crime insurance, professional indemnity insurance, employment practices liability insurance and personal accident and business travel insurance.

6.7 Intellectual property

Videndum's products are protected by patents and trademarks. Software licences are sold by Videndum on a standalone basis and together with a tangible product. If the licence is considered distinct, the revenue recognition pattern is based on whether the licence is a right-to-use intellectual property (revenue recognised at a point in time) or a right-to-access intellectual property (revenue recognised over time). The majority of the licences granted by Videndum represent a right-to-use intellectual property for which payments are generally in advance. For a right-to-access intellectual property, payments are normally on a monthly basis with a credit period of 30 days.

6.8 Laws and regulation

Videndum is subject to several forms of legal risk including, without limitation, regulations relating to government contracting rules, sanctions regimes, environment and climate change, taxation, data protection regimes, anti-bribery provisions, competition and health and safety laws in numerous jurisdictions around the world. Failure to comply with such laws could expose Videndum to fines and penalties and significant damage to its reputation.

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6.9 Pension arrangements

The Group operates a number of defined benefit and defined contribution pension schemes for certain of its employees. The Group has defined benefit pension schemes in the UK, Italy, Germany, Japan and France. The assets of the schemes are held separately from those of the Group. The UK defined benefit scheme was closed to future benefit accrual with effect from 31 July 2010. All UK employees of the Group are now offered membership of the defined contribution pension scheme. Other overseas subsidiaries have their own defined contribution schemes. At the most recent completed actuarial valuation on 5 April 2022, the UK defined benefit pension scheme was found to have a technical provisions surplus of £5.5 million. An additional contribution of £750,000 was made to the UK defined benefit scheme in September 2025.

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PART IX

HISTORICAL FINANCIAL INFORMATION

The consolidated financial statements for the Group as at, and for, the financial year ended 31 December 2024 (including the restated comparative financial information for the year ended 31 December 2023 as presented therein) were prepared in accordance with United Kingdom adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006 and IFRS as issued by the IASB.

The consolidated financial statements for the Group as at, and for, the financial year ended 31 December 2024 (including the restated comparative financial information for the year ended 31 December 2023 as presented therein) were audited by PricewaterhouseCoopers LLP. The independent auditor's report for this financial year was unqualified with material uncertainty related to going concern.

The unaudited and unreviewed condensed consolidated interim financial statements for the Group as at, and for, the six months ended 30 June 2025 as detailed in the 2025 Half Year Results (including the restated comparative financial information for the six months ended 30 June 2024 as presented therein) were prepared in accordance with UK-adopted International Accounting Standards 34 "Interim Financial Reporting" and the Disclosure Guidance and Transparency Rules of the FCA. The 2025 Half Year Results have not been audited or reviewed by Videndum's independent auditors. The preparation of the 2025 Half Year Results did not involve an independent examination of underlying financial information by Videndum's independent auditors, nor have the 2025 Half Year Results been reported on by Videndum's independent auditors as free from material misstatement or otherwise.

The audited consolidated financial statements for the Group as at and for the financial year ended 31 December 2024 (including the restated comparative financial information for the year ended 31 December 2023 as presented therein), together with the independent auditor's report in respect of the financial year ended 31 December 2024, and the unaudited and unreviewed condensed consolidated interim financial statements for the Group as at, and for, the six months ended 30 June 2025 (including the restated comparative financial information for the six months ended 30 June 2024 as presented therein) are incorporated by reference into this Error! Reference source not found. Part IX (Historical Financial Information) as described in Part XIV (Documents Incorporated by Reference).

The independent auditor's report in respect of the financial year ended 31 December 2024, published on 30 April 2025, contained a statement of material uncertainty around the ability of the Group to continue trading as a going concern. In preparing the 2025 Half Year Results, the Board determined that such material uncertainty remained. The extract set out below was included in and should be read in conjunction with the 2024 Annual Financial Statements and the full audit report included thereon (which is incorporated by reference into this Error! Reference source not found. Part IX (Historical Financial Information) as described in Part XIV (Documents Incorporated by Reference)).

"In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in Section 1 to the financial statements concerning the Group's and the company's ability to continue as a going concern.

The company relies on the overall performance of the Group to fulfil its liabilities and obligations in the foreseeable future. The Group has a Revolving Credit Facility ending in August 2026. The Group's lenders have agreed to covenant amendments through to the end of the facility and to raise the RCF cap from the £129 million introduced through the December 2024 amendment process to £139 million for the remaining term of the RCF. This increase and the covenant amendments are conditional on the company raising at least £6 million in net proceeds from a fully underwritten share placing to existing and new shareholders on 30 April 2025.

In both base case and severe but plausible scenarios, the Group must complete its planned refinancing or satisfy lenders with alternative deleveraging plan by October 2025 to avoid triggering an event of default. Under the severe but plausible scenario, multiple breaches of the Group's covenants are forecast within 12 months from the approval of these financial statements, with limited headroom forecast in June 2025. Furthermore, under this scenario, without additional sources of funding or new measures to improve the liquidity situation the Group would have insufficient liquidity to operate from the first quarter of 2026.

These conditions, along with the other matters explained in Section 1 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the Group's and the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group and the company were unable to continue as a going concern."

For the avoidance of doubt, the statement of material uncertainty in relation to going concern reproduced above is included in the 2024 Annual Financial Statements. On 30 April 2025, being the date on which the Company published the 2024 Annual Financial Statements, the Company announced the successful completion of a non-pre-emptive placing of 9,330,310 new ordinary shares at 85 pence per share, raising gross proceeds of approximately £8 million. In preparing the 2025 Half Year Results, the Board determined that such material uncertainty remained. Videndum has today announced the Capital Raising to raise gross proceeds of £85 million, as part of a broader set of Refinancing proposals agreed with the Lenders, which will support a reduction in the Group's Leverage and prevent the Existing RCF becoming immediately due and payable upon the expiry of certain waivers granted by the Lenders. The clean working capital statement set out in Part V (Letter from the Chair of Videndum plc) of this prospectus has been made on the basis that the Refinancing has completed and takes into account the net proceeds of the Capital Raising, the implementation of the Debt Repayment and Restructuring and the bank and other facilities available to the Group thereafter. The Company was permitted to take such matters into account for the purposes of the working capital exercise in relation to the prospectus on the basis that the Capital Raising has been underwritten on a firm commitment basis and if the Refinancing Resolutions are passed and, accordingly, Admission becomes effective, the Refinancing as a whole will complete. The statement of material uncertainty in relation to going concern reproduced above and included in the 2024 Annual Financial Statements, and the Board's determination of material uncertainty included in the 2025 Half Year Results, will be addressed by completion of the Refinancing. Such statement of material uncertainty is therefore consistent with and does not modify, qualify or contradict the working capital statement set out in Part V (Letter from the Chair of Videndum plc) of this prospectus.

Forthcoming, as yet unpublished, consolidated financial statements for the Group as at, and for, the financial year ended 31 December 2025 (the "Full Year 2025 Results")

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Accounting and Related Reporting, issued on 25 February 2025, which states that “the auditor also must inquire about events or conditions beyond the period of the directors’ assessment that may cast significant doubt on the company’s ability to continue as a going concern. When such events or conditions are identified, the auditor requests the directors to evaluate their potential significance on the going concern assessment”.

However, in this stress test scenario, it is possible that a sale, further restructuring or other fundamental re-organisation of the Group could be required to be implemented more than 18 months after the date of the Full Year 2025 Results, and more than 18 months after the date of this prospectus. The Directors expect the statement of material uncertainty will be included in the Full Year 2025 Results because, in such circumstances, the Directors may need to consider such actions, and take certain preparatory steps in relation thereto, within the final months of the 18-month period following the date of the Full Year 2025 Results (albeit such actions would not be required to be implemented until more than 18 months after the date of the Full Year 2025 Results, and until more than 18 months after the date of this prospectus). There is no guarantee that the Group could carry out such actions if required at such time, nor that any such actions would be sufficient.

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PART X

CAPITALISATION AND INDEBTEDNESS

The following tables, sourced without material adjustment from the Group's unaudited consolidated management accounts for the period ended 31 January 2026, set out the unaudited consolidated capitalisation and indebtedness of the Group as reported under IFRS at the dates indicated below, and as such, the following tables do not reflect the impact of the Capital Reorganisation or the Refinancing on the Group's capitalisation and indebtedness.

Total Indebtedness	As at 31 January 2026 (unaudited) £m
Total current debt (including current portion of non-current debt):
Guaranteed	-
Secured^{1, 2}	133.2
Unguaranteed/unsecured	0.2
Total current debt	133.4
Total non-current debt (excluding current portion of non-current debt):
Guaranteed	-
Secured^{1, 2}	20.7
Unguaranteed/unsecured	0.3
Total non-current debt	21.0
Total indebtedness	154.4
Total Capitalisation	As at 31 January 2026 (unaudited) £m
Shareholder equity:
Share capital	20.8
Share premium	139.3
Other reserves^{3}	(27.1)
Total shareholder equity	133.0

Explanatory notes

2 Secured borrowings include lease obligations that are secured against the underlying leased assets.
3 Other reserves includes "Translation reserve", "Capital redemption reserve" and "Cash flow hedging reserve" and excludes "retained earnings".

The following table, sourced without material adjustment from the Group's unaudited management accounts for the period ended 31 January 2026, sets out the Group's net indebtedness as at 31 January 2026.

Net indebtedness	As at 31 January 2026 (unaudited) £m
A. Cash	12.0
B. Cash equivalents	-
C. Other current financial assets	-
D. Liquidity (A + B + C)	12.0
E. Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)^{1, 2}	133.2
F. Current portion of non-current financial debt	0.2
G. Current financial indebtedness (E + F)	133.4
H. Net current financial (indebtedness)/liquidity (G – D)	121.3
I. Non-current financial debt (excluding current portion and debt instruments)^{2}	21.0
J. Debt instruments	-
K. Non-current trade and other payables	-
L. Non-current financial (indebtedness)/liquidity (I + J + K)	21.0
M. Total financial (indebtedness)/liquidity (H + L)	142.3

Explanatory notes

1 The Company's Existing RCF comprises a £145.3 million revolving credit facility. As of 31 January 2026, the Lenders have capped the drawdown against the Existing RCF to £134.3 million. This debt is shown net of unamortised debt issue costs.
2 Current and non-current financial indebtedness includes lease obligations that are secured against the underlying leased assets.

The Group has no indirect or contingent indebtedness as of 31 January 2026.

There has been no material change to the Group's total capitalisation or total indebtedness in the period since 31 January 2026 to the date of publication of this document.

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PART XI

UNAUDITED PRO FORMA FINANCIAL INFORMATION

SECTION A: UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma statement of net assets and accompanying notes set out in Part A of this Part XIError! Reference source not found. (Unaudited Pro Forma Financial Information) has been prepared to show the effect of the Refinancing on the Group's net assets as at 30 June 2025 as if the Refinancing had been undertaken at that date.

The Unaudited Pro Forma Financial Information has been prepared in accordance with Annex 15 of the PRM, and in a manner consistent with the accounting policies adopted by the Company in preparing its unaudited condensed consolidated interim financial statements as at and for the six months ended 30 June 2025. It has been prepared on a voluntary basis and for illustrative purposes only and, due to its nature, the Unaudited Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Group's actual financial position or results.

The Unaudited Pro Forma Financial Information does not constitute financial statements within the meaning of section 434 of the Companies Act. Shareholders should read the whole of this document and not rely solely on the summarised financial information contained in this Part XIError! Reference source not found. (Unaudited Pro Forma Financial Information). PricewaterhouseCoopers LLP's report on the Unaudited Pro Forma Financial Information is set out in Section B of this Error! Reference source not found. Part XI (Unaudited Pro Forma Financial Information).

The Unaudited Pro Forma Financial Information has not been prepared, and shall not be construed as prepared, in accordance with Regulation S-X under the US Securities Act. In addition, the Unaudited Pro Forma Financial Information does not purport to represent what the Group's financial position and results of operations actually would have been if the Refinancing had been completed on the date indicated, nor does it purport to represent the results of operations for any future period or the financial condition at any future date.

PricewaterhouseCoopers LLP's report on the Unaudited Pro Forma Financial Information is set out in Section B of this Error! Reference source not found. Part XI (Unaudited Pro Forma Financial Information).

Unaudited pro forma statement of net assets as at 30 June 2025

	Group as at 30 June 2025	Adjustment for the Capital Raising	Adjustment for the Debt Repayment and Restructuring	Pro forma net assets of the Group
	Note 1	Note 2	Note 3	Note 4
	£ million	£ million	£ million	£ million
Assets
Non-current assets
Intangible assets	90.9			90.9
Property, plant and equipment	44.8			44.8
Employee benefit asset	3.6			3.6
Trade and other receivables	2.3			2.3
Derivative financial instruments	-			-
Non-current tax assets	-			-
Deferred tax assets	0.7			0.7
	142.3	0.0	0.0	142.3
Current assets
Inventories	68.4			68.4
Contract assets	0.9			0.9
Trade and other receivables	37.5			37.5
Derivative financial instruments	0.7			0.7
Current tax assets	4.1			4.1
Cash and cash equivalents	59.9	78.9	(46.3)	92.5
Assets of the disposal group classified as held for sale	-			-
Total current assets	171.5	78.9	(46.3)	204.1
Total assets	313.8	78.9	(46.3)	346.4
Liabilities
Current liabilities
Bank overdrafts	48.5			48.5
Interest-bearing loans and borrowings	0.2			0.2
Lease liabilities	6.0			6.0
Contract liabilities	2.0			2.0
Trade and other payables	37.3			37.3
Derivative financial instruments	-			-
Current tax liabilities	7.5			7.5
Provisions	5.1			5.1
Liabilities of the disposal group classified as held for sale	-			-
Total current liabilities	106.6	0.0	0.0	106.6
Non-current liabilities

157

Interest-bearing loans and borrowings	120.8	0.0	(85.1)	35.7
Lease liabilities	22.1			22.1
Other payables	0.7			0.7
Employee benefit liabilities	2.3			2.3
Provisions	0.5			0.5
Deferred tax liabilities	-			-
Total non-current liabilities	146.4	0.0	(85.1)	61.3
Total liabilities	253.0	0.0	(85.1)	167.9
Net assets	60.8	78.9	38.8	178.5

	£ in millions
Gross proceeds	85.0
Transaction costs (Capital Raising)	(6.1)
Total net proceeds received	78.9

(3) This adjustment reflects the net impact of the Debt Repayment and Restructuring, comprising the conversion of £23 million of the Existing RCF into New Ordinary Shares, the write-off of £15.8 million of the Existing RCF by the Lenders, the draw-down of the £45 million Senior Facility, the repayment of the remaining £82 million of the Existing RCF and the payment of fees relating to the Debt Repayment and Restructuring of £9.3 million.

Extinguishment of the Existing RCF		£ in millions
Existing RCF balance as at 30 June 2025		120.8
Debt for Equity Conversion		(23.0) a
Debt write-off		(15.8) b
Partial repayment of Existing RCF		(82.0) c
Existing RCF extinguished post-Refinancing		-
Impact on interest-bearing loans and borrowings
Draw-down of Tranche A of Senior Facility		31.5
Draw-down of Tranche B of Senior Facility		13.5
Total Senior Facility		45.0 d
Capitalised Debt Repayment and Restructuring costs		(9.3) e
'Non-current interest-bearing loans and borrowings' post-Refinancing		35.7
Net movement in 'non-current interest-bearing loans and borrowings'		(85.1) a + b + c + d + e

a) Polus Capital will be issued with New Ordinary Shares pursuant to the Debt for Equity Conversion in return for the write-off and release of £23 million of the amount drawn down from Polus Capital under the Existing RCF.
b) £15.8 million of the amount owed under the Existing RCF will be written off and released by the Lenders.
c) The remaining balance outstanding from the Existing RCF will be repaid using proceeds from the Capital Raising and the draw-down of the Senior Facility.
d) The Company will enter into the Senior Facility of £45 million with the Lenders comprising two term loans: Term Loan A with Polus Capital and Term Loan B with the remaining Lenders.
e) Costs of £9.3 million relating to the Debt Repayment and Restructuring are capitalised against the outstanding liability and will be amortised over the term of the loans.

The adjustment to 'cash and cash equivalents' relates to the draw-down of the Senior Facility, the repayment of the Existing RCF and the payment of Debt Repayment and Restructuring costs as detailed above and set out in the following table.

	£ in millions
Senior Facility	45.0 d
Partial repayment of Existing RCF	(82.0) c
Debt Repayment and Restructuring costs	(9.3) e
Net cash outflow	(46.3)

(4) In preparing the unaudited pro forma statement of net assets no account has been taken of the trading or transactions of the Group since 30 June 2025.

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SECTION B: ACCOUNTANTS' REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Directors
Videndum plc
William Vinten Building
Easlea Road, Bury St Edmunds
IP32 7BY
United Kingdom

Investec Bank plc (the "Sponsor")
30 Gresham Street
London, EC2V 7QP
United Kingdom

10 March 2026

Dear Ladies and Gentlemen

Videndum plc (the "Company")

We report on the unaudited pro forma financial information (the "Pro Forma Financial Information") set out in Section A of Part XI of the Company's prospectus dated 10 March 2026 (the "Prospectus").

This report is required by section 3 of Annex 15 to App 2 of the Prospectus Regulated Market Sourcebook (the "PRM") issued by the Financial Conduct Authority (the "FCA") and is given for the purpose of complying with that item and for no other purpose.

Opinion

In our opinion:

(a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.

Responsibilities

It is the responsibility of the Directors to prepare the Pro Forma Financial Information in accordance with sections 1 and 2 of Annex 15 to App 2 of the PRM.

It is our responsibility to form an opinion, as required by section 3 of Annex 15 to the PRM, as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.

No reports or opinions have been made by us on any financial information relating to the six month period ended 30 June 2025 of the Company used in the compilation of the Pro Forma Financial Information. In providing this opinion we are not providing any assurance on any source financial information of the Company on which the Pro Forma Financial Information is based beyond the above opinion.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 3.1.4R(2)(f) of the PRM to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 1.3 of Annex 3 to App 2 of the PRM consenting to its inclusion in the Prospectus.

Basis of preparation

The Pro Forma Financial Information has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the proposed Refinancing might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing its unaudited and unreviewed condensed consolidated interim financial statements as at and for the six months ended 30 June 2025.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Financial Reporting Council ("FRC") in the United Kingdom. We are independent in accordance with the Revised Ethical Standard 2024 issued by the FRC as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Declaration

For the purposes of item 3.1.4R(2)(f) of the PRM we are responsible for this report as part of the Prospectus and declare that, to the best of our knowledge, the information contained in this report is in accordance with the facts and that the report makes no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.3 of Annex 3 to App 2 of the PRM.

Yours faithfully

PricewaterhouseCoopers LLP

Chartered Accountants

PricewaterhouseCoopers LLP, 1 Embankment Place,
London, WC2N 6RH
T: +44 (0) 2075 835 000

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

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162

PART XII TAXATION

PART A: UNITED KINGDOM TAXATION

1. Introduction

The following paragraphs are intended only as a general guide to certain UK tax considerations, are not exhaustive and are based on current UK tax law as applied in England and Wales and published HMRC practice (which may not be binding on HMRC) as at the date of this document, both of which are subject to change, possibly with retrospective effect. They summarise certain limited aspects of the UK tax position of Shareholders who are resident in (and only in) the UK for UK tax purposes, to whom "split year" treatment does not apply, to whom the Foreign Income and Gains Regime does not apply, who are the absolute beneficial owners of their Ordinary Shares and any dividends paid on them and who hold their Ordinary Shares as an investment (other than in an Individual Savings Account or a Self-Invested Personal Pension) and not as securities to be realised in the course of a trade.

The discussion below does not address all possible tax consequences relating to an investment in shares and relates only to certain limited aspects of the UK tax consequences of acquiring, holding and disposing of New Ordinary Shares. Certain categories of Shareholders, such as (but not limited to) traders, brokers, dealers in securities, market makers, banks, financial institutions, investment companies, charities, pension schemes, those that are exempt from taxation, those subject to UK tax on the remittance basis, Shareholders who have (or who are deemed to have) acquired their Ordinary Shares by virtue of an office or employment, persons holding Ordinary Shares as part of hedging or conversion transactions, collective investment vehicles, trusts and those who hold 5% or more of the Ordinary Shares may be taxed differently and are not considered.

The material set out in the paragraphs below does not constitute tax advice. If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside the UK, you should consult an appropriate professional adviser before taking any actions. Investors should note that tax law and interpretation can change and that, in particular, the level and basis of, and reliefs from, taxation may change and that may alter the benefits of investment.

2. Dividends

Under current law, no UK tax will be withheld by the Company when it pays a dividend.

A Shareholder's liability to tax on dividends will depend on the individual circumstances of the Shareholder.

(A) Individuals

An individual Shareholder who is resident in the UK for tax purposes does not currently have to pay income tax on the first £500 of dividend income they receive from the Company (or from other sources) in each tax year (the "Nil Rate Amount"), regardless of the tax rate that would otherwise apply. Dividend income received will form part of the Shareholder's total income for income tax purposes, and so income that falls within the Nil Rate Amount will count towards the Shareholder's basic or higher rate income tax limits and may affect the rate of tax due on any dividend income in excess of the Nil Rate Amount.

Any dividend income received will be treated as the highest part of the individual Shareholder's income and any such dividend income in excess of the Nil Rate Amount (the "Relevant Dividend Income") will be taxed, subject to the availability of any income tax personal allowance, for the 2025/2026 tax year:

(i) at the rate of 8.75% to the extent it falls below the threshold for the higher rate of income tax;
(ii) at the rate of 33.75% to the extent it falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and
(iii) at the rate of 39.35% to the extent it falls above the threshold for the additional rate of income.

As part of the Autumn Budget 2025, the Chancellor of the Exchequer announced plans for new rules on dividend taxation to take effect from 6 April 2026. Assuming that the relevant provisions of the Finance (No.2) Bill published on 4 December 2025 (the "Finance (No.2) Bill") are enacted as currently drafted, the Relevant Dividend Income will be subject to UK income tax:

(i) at the rate of 10.75% to the extent it falls below the threshold for the higher rate of income tax;
(ii) at the rate of 35.75% to the extent it falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and
(iii) at the rate of 39.35% to the extent it falls above the threshold for the additional rate of income.

The Chancellor of the Exchequer also announced as part of that Budget plans for new rules on the calculation of income tax to take effect from 6 April 2027. Assuming that the relevant provisions of the Finance (No.2) Bill are enacted as currently drafted, reliefs and allowances (including the personal allowance) deductible in the calculation of income tax will have to be deducted from components of income other than property income, savings income or dividend income before they are deducted from property income, savings income or dividend income.

UK resident individual Shareholders should take note of any further developments and details published during the process of enacting the Finance (No.2) Bill.

(B) Companies

UK resident corporate Shareholders which are "small companies" (for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009) will not generally be subject to tax on dividends from the Company provided certain conditions are met (including an anti-avoidance condition).

Other UK resident corporate Shareholders will be subject to tax on dividends received from the Company unless the dividends fall within one of a number of statutory exemptions and certain conditions are met. Examples of dividends that fall within an exemption include: (a) dividends paid on shares that are not redeemable and do not carry any present or future preferential rights to dividends or to the company's assets on a winding up; and (b) dividends paid to a person holding less than 10% of the issued share capital of the payer (or, where there is more than one class of share, the same class of that share capital in respect of which the dividends are paid) and who is entitled to less than 10% of the profits available for distribution to holders of the same class of shares and less than 10% of the assets available for distribution to holders of the same class of shares on a winding up of the payer.

The exemptions described above are not comprehensive and are subject to anti-avoidance rules. Where the conditions for an exemption are not met or cease to be satisfied, or such Shareholder elects for an otherwise exempt dividend to be taxable, the Shareholder will be subject to UK corporation tax on dividends received at the rate of corporation tax applicable to that Shareholder (the main rate of UK corporation tax is currently 25%).

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3. Taxation of chargeable gains

(A) Capital Reorganisation

For the purposes of UK taxation of chargeable gains, (i) the Intermediate Shares and the Deferred Shares arising from the Sub-division and (ii) the Consolidated Shares arising from the Consolidation, should result from a reorganisation of the share capital of the Company. Accordingly, Shareholders should not be treated as making a disposal of their Existing Ordinary Shares by reason of the Capital Reorganisation being implemented. Instead, the Consolidated Shares and the Deferred Shares which replace a Shareholder's Existing Ordinary Shares as a result of the Capital Reorganisation should be treated as the same asset acquired at the same time as the Shareholder's Existing Ordinary Shares. Therefore, subject to the paragraphs below, no liability to UK taxation of chargeable gains should arise in respect of the Capital Reorganisation.

To the extent Shareholders receive cash, by virtue of a sale on their behalf of any Consolidated Shares to which they have a fractional entitlement, a Shareholder will not in practice normally be treated as making a part disposal of its Existing Ordinary Shares if the proceeds resulting from such a disposal are "small" as compared with the market value (on the date of receipt) of the Shareholder's Ordinary Shares held at the time of the payment. Instead, the proceeds received will be deducted from the base cost of the Shareholder's Consolidated Shares, unless the disposal proceeds are greater than the base cost of the Shareholder's Consolidated Shares. HMRC's current practice is to regard a sum as "small" for these purposes where either (i) the proceeds of the disposal do not exceed 5% of the market value (on the date of receipt) of the Shareholder's Ordinary Shares or (ii) the sum received is £3,000 or less, regardless of whether the 5% test is satisfied. This treatment is dependent upon there being sufficient base cost in the Shareholder's Consolidated Shares from which to deduct the proceeds. Whether proceeds are small needs to be considered on a case-by-case basis having regard to the circumstances of each case.

If the proceeds exceed the base cost of the Shareholder's Consolidated Shares, or if a Shareholder does not hold enough Existing Ordinary Shares such that they are not entitled to receive a Consolidated Share, or if the amount of cash received is not considered "small" by HMRC, the Shareholder will be treated as disposing of part (or all) of their Existing Ordinary Shares. Such a disposal may give rise to a chargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains depending on that Shareholder's particular circumstances and subject to any available exemption or relief.

A subsequent disposal of Consolidated Shares may, depending on the Shareholder's circumstances and subject to any available exemption or relief, give rise to a chargeable gain (or an allowable loss) for the purposes of UK taxation of chargeable gains. For the purposes of calculating any chargeable gain or allowable loss on a subsequent disposal of all or any part of a Shareholder's Consolidated Shares, the base cost should be calculated by apportioning the base cost of the Shareholder's Existing Ordinary Shares between the Consolidated Shares and the Deferred Shares by reference to their respective market values on the first day of dealings of the Consolidated Shares. The Company expects that a Deferred Share will be of negligible market value.

(B) Open Offer

As a matter of UK tax law, the acquisition of the Open Offer Shares pursuant to the Open Offer may not strictly speaking constitute a reorganisation of share capital for the purposes of the UK taxation of chargeable gains. The published practice of HMRC to date has been to treat any subscription of shares by an existing shareholder which is equal to or less than the shareholder's minimum entitlement

pursuant to the terms of an open offer as a reorganisation, but it is not certain that HMRC will apply this practice in circumstances where an open offer is not made to all shareholders. HMRC's treatment of the Open Offer cannot therefore be guaranteed and specific confirmation has not been requested in relation to the Open Offer.

To the extent that the acquisition of the Open Offer Shares is regarded as a reorganisation of the Company's share capital for the purposes of the UK taxation of chargeable gains, a Qualifying Shareholder should not be treated as making a disposal of any part of their Existing Holding by reason of taking up all or part of their Open Offer Entitlements. The Open Offer Shares issued to the Qualifying Shareholder should be treated as the same asset, acquired at the same time they acquired their Existing Ordinary Shares. The amount of subscription monies paid for the Open Offer Shares should be added to the base cost of their Existing Ordinary Shares when computing any gain or loss on any subsequent disposal. Therefore, no liability to UK taxation of chargeable gains should arise in respect of the issue of the Open Offer Shares if a Qualifying Shareholder takes up all of their Open Offer Entitlements.

If, or to the extent that, the acquisition of Open Offer Shares under the Open Offer is not regarded as a reorganisation of the Company's share capital, the Open Offer Shares acquired by each Qualifying Shareholder under the Open Offer should, for the purposes of the UK taxation of chargeable gains, be treated as a separate acquisition of New Ordinary Shares and the price paid for those Open Offer Shares should constitute their base cost. For both corporate and individual Qualifying Shareholders, the Open Offer Shares should be pooled with their Existing Ordinary Shares and the share identification rules should apply on a future disposal.

The issue of Firm Placing Shares to Firm Places pursuant to the Firm Placing should not be regarded as a reorganisation of the Company's share capital for the purposes of the UK taxation of chargeable gains. Accordingly, such an acquisition of New Ordinary Shares should instead be treated as a separate acquisition of New Ordinary Shares.

(D) Placing

Similarly, the issue of Placing Shares to Places pursuant to the Placing should not constitute a reorganisation of the Company's share capital for the purposes of the UK taxation of chargeable gains and, accordingly, any acquisition of New Ordinary Shares by a Placee pursuant to the Placing should be treated as a separate acquisition of New Ordinary Shares.

(E) Subsequent disposal of New Ordinary Shares

A disposal of New Ordinary Shares may, depending on the Shareholder's particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain (or an allowable loss) for the purposes of UK taxation of chargeable gains.

If the disposal gives rise to a chargeable gain for the purposes of UK taxation of chargeable gains, in the case of UK resident individual Shareholders, subject to any available exemption or relief, UK capital gains tax will apply to gains above the annual exempt amount (£3,000 for the 2025/2026 tax year) currently at a rate of 18% or 24% depending on the total amount of the individual's taxable income. No indexation allowance will be available to an individual Shareholder in respect of the disposal of New Ordinary Shares.

For a corporate Shareholder within the charge to UK corporation tax, subject to any available exemption or relief, corporation tax at the rate applicable to that Shareholder will apply to gains (the current main

165

rate of UK corporation tax is 25%). It should be noted for the purposes of calculating any indexation allowance available on a disposal of New Ordinary Shares that generally the expenditure incurred in acquiring the New Ordinary Shares will be treated as incurred only when the Shareholder made, or became liable to make payment, and not at the time those shares are otherwise deemed to have been acquired. Indexation allowance is not available for any period of ownership from 1 January 2018, irrespective of the date of disposal of New Ordinary Shares.

4. Stamp duty and stamp duty reserve tax

(A) Issue of New Ordinary Shares

No stamp duty or SDRT will generally be payable on the issue of New Ordinary Shares by the Company (whether in certificated form outside CREST or credited in uncertified form to an account in CREST).

No stamp duty or SDRT will generally arise where New Ordinary Shares are issued into a clearance service or depository receipt system.

(B) Subsequent dealings in New Ordinary Shares

Except in relation to depositary receipt systems and clearance services (to which the special rules outlined below apply), any subsequent dealings in the New Ordinary Shares will be subject to stamp duty or SDRT in the normal way. Subject to an exemption for certain low value transactions, the transfer on sale of New Ordinary Shares effected outside CREST will generally be liable to stamp duty at the rate of 0.5% of the amount or value of the consideration payable (rounded up to the nearest multiple of £5) or, if an unconditional agreement to transfer New Ordinary Shares is not completed by a duly stamped transfer, or where the transfer is effected in CREST, SDRT at the rate of 0.5% of the amount or value of the consideration payable. In cases where New Ordinary Shares are transferred to a connected company (or its nominee), SDRT (or stamp duty) may be chargeable on the higher of: (a) the amount or value of the consideration payable; and (b) the market value of the New Ordinary Shares, subject to any relief which may be available for intragroup transfers.

The Finance (No. 2) Bill introduces a relief from the charge to SDRT under section 87 of the Finance Act 1986 for agreements to transfer chargeable securities in a listed company within three years of that company being first listed (as defined in the legislation) ("SDRT Listing Relief"), so long as the relevant conditions for the exemption are met. SDRT Listing Relief has provisional statutory effect pursuant to section 5 of the Provisional Collection of Taxes Act 1968. The statutory effect will become permanent when the Finance Bill is enacted and comes into force. However, as the Existing Ordinary Shares were first listed in the UK prior to the SDRT Listing Relief coming into effect, the SDRT Listing Relief should not apply to any subsequent dealings in the New Ordinary Shares.

Where New Ordinary Shares are transferred to (or to a nominee or agent for) a depositary receipt system or a clearance service, stamp duty or SDRT will generally be payable at the higher rate of 1.5% of the amount or value of the consideration payable in respect of the New Ordinary Shares or, in certain circumstances, the market value of the New Ordinary Shares (rounded up to the nearest multiple of £5 in the case of stamp duty). An exemption from 1.5% stamp duty or SDRT may, subject to certain conditions, be available where the transfer is made in the course of (a) capital-raising arrangements or (b) qualifying listing arrangements.

Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer within such a service or system, will generally be accountable by the operator of the clearance service or depositary receipt system or its nominee or agent, as the case may be, but in practice will generally be reimbursed by participants in the clearance service or depositary

166

receipt system. The rules regarding the application of this higher rate of stamp duty and SDRT are complex and specific professional advice should be sought before transferring shares to a person within the preceding paragraph.

PART B: US TAXATION

1. US federal income tax considerations

The following is a summary of US federal income tax considerations that are generally applicable to the receipt, exercise and expiration of the Open Offer Entitlements (for the purposes of this Part B of this Part XII (Taxation) only, the "Entitlements") and the acquisition, ownership and disposition of New Ordinary Shares, in each case, by a US Holder (as defined below). This summary deals only with US Holders that receive Entitlements or New Ordinary Shares through the exercise of Entitlements, and hold those New Ordinary Shares, in each case, as "capital assets" (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (for the purposes of this Part B of this Part XII (Taxation) only, the "Code"). The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the receipt, exercise or expiration of Entitlements or the acquisition, ownership or disposition of New Ordinary Shares by particular investors in light of their individual investment circumstances. This summary also does not address tax considerations applicable to investors that own (directly, indirectly or by attribution) 10% or more of the stock of the Company (by vote or value), nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under US federal income tax law (such as banks, financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, regulated investment companies or real estate investment trusts, tax-exempt organisations, brokers or dealers in securities or currencies or traders in securities that elect to use a mark-to-market method of accounting, investors that will hold the New Ordinary Shares as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes, US expatriates, investors whose functional currency is not USD, S corporations and persons holding Entitlements or New Ordinary Shares in connection with a permanent establishment or fixed base outside the United States). This summary does not address any tax consequences arising under any state, local or non-US tax laws, the Medicare tax on "net investment income", the alternative minimum tax, or any other US federal tax laws.

This summary is based on the tax laws of the United States, including the Code, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, as well as on the income tax treaty between the United States and the United Kingdom, all as of the date of this document. These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in US federal income tax consequences different from those discussed below. The Company has not requested, and will not request, a ruling from the United States Internal Revenue Service ("IRS") with respect to any of the US federal income tax consequences described below, and as a result there can be no assurance that the IRS will not disagree with or challenge any of the conclusions the Company has reached and described herein, or that such contrary positions will not be sustained by a court.

For purposes of this discussion, a "US Holder" is a beneficial owner of the Entitlements or New Ordinary Shares that is, for US federal income tax purposes: (1) an individual who is a citizen or resident of the United States; (2) a corporation that is organised in or under the laws of the United States, any state thereof or the District of Columbia; (3) a trust if all of the trust's substantial decisions are subject to the control of one or more US persons and the primary supervision of the trust is subject to a US court, or if a valid election is in effect with respect to the trust to be taxed as a US person; or (4) an estate the income of which is subject to US federal income taxation regardless of its source.

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The US federal income tax treatment of a partner in an entity or arrangement treated as a partnership for US federal income tax purposes that holds the Entitlements or New Ordinary Shares will depend on the status of the partner and the activities of the partnership. Prospective purchasers that are entities or arrangements treated as partnerships for US federal income tax purposes and persons holding Entitlements or New Ordinary Shares through such partnerships should consult their tax advisers concerning the US federal income tax consequences to them and their partners of the receipt, exercise and expiration of the Entitlements or the acquisition, ownership and disposition of New Ordinary Shares by the partnership.

THE SUMMARY OF US FEDERAL INCOME TAX CONSIDERATIONS SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT, EXERCISE AND EXPIRATION OF THE ENTITLEMENTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF NEW ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-US AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

2. Taxation in respect of Entitlements

(A) Receipt of Entitlements

Based on the particular facts relating to the Entitlements, the Company believes that the distribution of Entitlements should not be treated as a taxable stock dividend under section 305(a) of the Code. However, the application of section 305 of the Code to the Entitlements is not clear in several respects, and it is possible that the IRS will take a contrary view. If the IRS takes such contrary view and section 305 of the Code is applied to the distribution, a US Holder who receives an Entitlement could, in certain circumstances, be treated as having received a taxable distribution in an amount equal to the value, if any, of such Entitlement. One such instance would be where, as a result of the Capital Raising, a Shareholder's proportionate interest in the earnings and profits or assets of the Company is increased while any other Shareholder (or deemed Shareholder) receives (or is deemed to receive) a distribution of cash or other property from the Company. If some holders of Consolidated Shares are treated as receiving cash from the Company in connection with Capital Raising, the receipt of Entitlements by others (to the extent it results in an increase in such other holders' proportionate interest in the assets or earnings and profits of the Company) could be treated as a taxable stock dividend. For further discussion of taxation of dividends, see "Taxation in Respect of New Ordinary Shares-Dividends" below. US Holders are strongly urged to consult their tax advisers regarding the risk of having a taxable distribution as a result of the receipt of an Entitlement. The remainder of this discussion assumes that the receipt of the Entitlements will not be a taxable stock dividend for US federal income tax purposes.

(B) Tax basis and holding period of Entitlements

If, on the date of distribution, the fair market value of the Entitlements is less than 15% of the fair market value of the Consolidated Shares with respect to which the Entitlements are received, the Entitlements will be allocated a zero tax basis unless the US Holder affirmatively elects to allocate a portion of such US Holder's adjusted tax basis in its Consolidated Shares to the Entitlements in proportion to the relative fair market values of the US Holder's Consolidated Shares and the Entitlements received determined on the date of distribution. This election must be made on the US Holder's timely filed US federal income tax return for the taxable year in which the Entitlements are received and is irrevocable. The election will apply to all of the Entitlements received by the US Holder pursuant to the Capital Raising. US Holders should consult their own tax advisers regarding the advisability of making such an election and the specific procedures for doing so.

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If, on the date of distribution, the fair market value of the Entitlements is 15% or more of the fair market value of the Consolidated Shares with respect to which Entitlements are received, then, except as discussed below under “Expiration of Entitlements”, the US Holder’s adjusted tax basis in its Consolidated Shares must be allocated between the Consolidated Shares and Entitlements received in proportion to their fair market values determined on the date of distribution.

A US Holder’s holding period for Entitlements will include the US Holder’s holding period in the underlying Consolidated Shares with respect to which the Entitlements were distributed (whether or not basis is allocated to the Entitlements).

(C) Expiration of Entitlements

If a US Holder allows the Entitlements to expire without exercising them, the US Holder will not recognise any loss upon the expiration of the Entitlements. Upon expiration, if the US Holder had previously allocated to the Entitlements a portion of the basis in the underlying Consolidated Shares held by the US Holder, that basis will be reallocated to such Consolidated Shares.

(D) Exercise of Entitlements

A US Holder will generally not recognise taxable income upon the receipt of New Ordinary Shares pursuant to the exercise of Entitlements. A US Holder’s basis in the New Ordinary Shares will equal the sum of the USD value of the Offer Price and the US Holder’s basis, if any, in the Entitlements exercised to obtain the New Ordinary Shares (as determined pursuant to the rules discussed above in “Taxation in Respect of Entitlements-Tax Basis and Holding Period of Entitlements”). A US Holder’s holding period for the New Ordinary Shares received will not include the US Holder’s corresponding holding period for its Entitlements.

A US Holder that exercises Entitlements received in the Capital Raising within 30 days of disposing of the Consolidated Shares with respect to which the Entitlements were received at a loss is urged to consult a tax adviser regarding the potential application of the “wash sale” rules under section 1091 of the Code.

3. Taxation in respect of New Ordinary Shares

(A) Dividends

Subject to the discussion of the passive foreign investment company (“PFIC”) rules below, distributions paid by the Company out of current or accumulated earnings and profits (as determined for US federal income tax purposes) will generally be taxable to a US Holder as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the New Ordinary Shares and thereafter as capital gain. However, the Company does not maintain and does not intend to maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should therefore assume that any distribution made by the Company with respect to the New Ordinary Shares will be reported as a dividend. A dividend distribution will generally be treated as foreign source “passive” income for US foreign tax credit purposes. Subject to certain complex conditions and limitations, non-US taxes (if any) withheld on any distributions on the New Ordinary Shares may be eligible for credit against a US Holder’s federal income tax liability or, at such US Holder’s election, may be eligible for a deduction in computing such US Holder’s US federal taxable income. US Holders should consult their tax advisers regarding the availability of a foreign tax credit in their particular circumstances and the possibility of claiming a deduction (in lieu of the foreign tax credit) for any foreign taxes paid or withheld.

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With respect to individuals and certain other non-corporate US Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that: (1) the Company is eligible for benefits of the tax treaty between the United States and the United Kingdom; (2) the Company is not a PFIC with respect to the US Holder for either the taxable year in which the dividend is paid or the preceding taxable year; (3) certain holding period requirements are met; and (4) the US Holder is not under an obligation to make a related payment with respect to positions in substantially similar or related property.

Dividends paid in a currency other than USD will be included in income in a USD amount calculated by reference to the exchange rate in effect on the day the dividends are received by the US Holder, regardless of whether the foreign currency dividends are converted into USD at that time. If dividends received in a currency other than USD are converted into USD on the day they are received, the US Holder generally will not be required to recognise foreign currency gain or loss in respect of the dividend income. If instead the foreign currency is converted at a later date, any currency gains or losses resulting from the conversion of the foreign currency will be treated as US source ordinary income or loss.

(B) Sale or other taxable disposition

Subject to the discussion of the PFIC rules below, a US Holder generally will recognise capital gain or loss on a sale or other taxable disposition of New Ordinary Shares equal to the difference, if any, between the amount of cash plus the fair market value of other consideration received on the sale or other taxable disposition and the US Holder's adjusted tax basis in the New Ordinary Shares, in each case as determined in USD. This capital gain or loss generally will be long-term capital gain or loss if the US Holder's holding period in the New Ordinary Shares exceeds one year. As discussed above, if the US Holder is not a corporation, long-term capital gains for taxable dispositions of New Ordinary Shares are generally eligible for reduced rates of taxation. Any capital gain or loss will generally be US source gain or loss for US foreign tax credit purposes. The deductibility of capital losses is subject to limitations.

If the consideration received upon the sale or other taxable disposition of New Ordinary Shares is paid in foreign currency, the amount realised will be the US dollar value of the payment received, translated at the spot rate of exchange on the date of the taxable disposition. The New Ordinary Shares will be listed and traded on the London Stock Exchange. If the New Ordinary Shares are treated as traded on an established securities market for US federal income tax purposes and the relevant US Holder is either a cash basis taxpayer or an accrual basis taxpayer who has made a special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), such US Holder will determine the US dollar value of the amount realised in foreign currency by translating the amount received at the spot rate of exchange on the settlement date of the taxable disposition. An accrual basis taxpayer that does not make the special election may be required to recognise exchange gain or loss to the extent attributable to the difference between the exchange rates on the date of the taxable disposition and the settlement date of the taxable disposition, and such exchange gain or loss generally will constitute US-source ordinary income or loss.

Passive Foreign Investment Company considerations

The Company believes that it was not a PFIC for US federal income tax purposes in its previous taxable year and does not expect to become a PFIC in its current taxable year or in the foreseeable future. A non-US corporation is a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable "look-through rules", either: (i) at least 75% of its gross income is "passive income"; or (ii) at least 50% of the average value of its assets is attributable to assets that produce passive income or are held for the production of passive income. The determination of PFIC status must be made annually, is fact specific and may be affected

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by changes in the Company's activities, revenue and assets subsequent to the Capital Raising, and there can be no assurance in this regard. Accordingly, it is possible that the Company may become a PFIC in the current taxable year or in future years. If the Company were to be treated as a PFIC for any taxable year when a US Holder owns or owned the New Ordinary Shares, materially adverse consequences could result to such US Holders for that year and all future years during which such US Holder retains such shares, regardless of whether the Company continues to meet the PFIC test. The discussion above assumes that the Company is not, has not been and will not become, a PFIC.

5. Information reporting and backup withholding

Distributions with respect to New Ordinary Shares and proceeds from the sale or other taxable disposition of New Ordinary Shares may be subject to information reporting to the IRS and US backup withholding. A US Holder generally will be eligible for an exemption from backup withholding if the US Holder furnishes a correct taxpayer identification number and makes any other required certification or is otherwise exempt from backup withholding. US Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. US Holders should consult their tax advisers regarding the application of the US information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a US Holder's US federal income tax liability, and such US Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

6. Transfer reporting requirements

A US Holder who acquires New Ordinary Shares may be required to file Form 926 (or similar form) with the IRS in certain circumstances. A US Holder who fails to file any such required form could be required to pay a penalty equal to 10% of the gross amount paid for the New Ordinary Shares (subject to a maximum penalty of US$100,000, except in cases of intentional disregard). US Holders should consult their tax advisers with respect to this or any other reporting requirement that may apply to the receipt or exercise of the Entitlements or the acquisition, ownership or disposition of the New Ordinary Shares, including the requirements related to the holding of certain "specified foreign financial assets".

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS TAX ADVISER ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN NEW ORDINARY SHARES UNDER THE INVESTOR'S OWN CIRCUMSTANCES.

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PART XIII

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The Directors, whose names appear on page 62 of this document, and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

2. INCORPORATION AND ACTIVITY OF THE COMPANY

The Company was incorporated and registered in England and Wales as a private limited company under the Companies Acts, 1908 to 1917 with the name W. Vinten, Limited on 30 January 1928 as a private company limited by shares with registered number 00227691. The Company's name was subsequently changed to Vinten Group Limited on 31 August 1973. On 3 November 1981, the Company was re-registered as a public limited company. On 18 September 1984, the Company changed its name to Vinten Group plc. On 24 October 1995, the Company changed its name to Vitec Group plc. On 17 April 2001, the Company changed its name to The Vitec Group Plc, and has subsequently changed its name to Videndum plc on 23 May 2022. The legal entity identifier of the Company is 2138007H5DQ4X8YOCF14. The principal activity of the Company is to act as the ultimate holding company of the Group.

The Company is domiciled in England and Wales with its registered and head office at William Vinten Building, Easlea Road, Bury St Edmunds, England, IP32 7BY. The telephone number of the Company's registered office is +44 (0)20 8332 4600.

3. SHARE CAPITAL OF THE COMPANY

As at the Latest Practicable Date, the share capital of the Company was £20,722,680, comprised of 103,613,404 Existing Ordinary Shares of 20 pence each, all of which were fully paid or credited as fully paid. The Existing Ordinary Shares are listed on the equity shares (commercial companies) category of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities.

Following the Capital Reorganisation but prior to the remainder of the Refinancing, the Company will have 518,068 Consolidated Shares in issue.

The issued and fully paid share capital of the Company immediately following completion of the Capital Raising and the Debt for Equity Conversion, assuming that the maximum number of New Ordinary Shares is issued and that no Ordinary Shares are issued as a result of the exercise of any options between the Latest Practicable Date and the completion of the Refinancing, is expected to be as follows:

Ordinary Shares	Number	Aggregate nominal value (£)
Deferred Shares	40,123,007	401,230
	103,613,600	20,717,539

The New Ordinary Shares will represent approximately 7.645% of the Consolidated Shares that will be in issue immediately following the Capital Reorganisation. The Company remains subject to the continuing obligations of the UK Listing Rules with regard to the issue of securities for cash, and the provisions of section 561 of the Companies Act (which confer on Shareholders rights of pre-emption in

respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to the issue of Ordinary Shares by the Company which are not within a disapplication approved by Shareholders in a general meeting of the Company.

Pursuant to the Capital Raising and the Debt for Equity Conversion and taking account of the Capital Reorganisation, the Company will issue in aggregate 39,604,939 New Ordinary Shares, of which 30,186,315 New Ordinary Shares are proposed to be issued under the Firm Placing and 1,295,167 New Ordinary Shares are proposed to be issued under the Placing and Open Offer, in each case at a price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). The Company will issue in aggregate 8,123,457 New Ordinary Shares under the Debt for Equity Conversion at the same issue price. Taking into account the effect of the Capital Reorganisation, this will result in the issued share capital of the Company increasing by approximately 7,645%.

4. INFORMATION ABOUT THE NEW ORDINARY SHARES

4.1 Description and type of securities

The New Ordinary Shares will be fully paid ordinary shares with a nominal value of 1 pence each. On Admission, the New Ordinary Shares will be registered with an ISIN of GB00BWGBNB23 and a SEDOL of BWGBNB2. The New Ordinary Shares will be traded on the main market for listed securities of the London Stock Exchange under the ticker symbol "VID". It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Ordinary Shares will commence at 8:00 a.m. on 30 March 2026.

The New Ordinary Shares will be issued under the Companies Act.

On Admission, 31,481,482 New Ordinary Shares are expected to be issued in connection with the Capital Raising and the Debt for Equity Conversion. The New Ordinary Shares will be freely transferable and there will be no restrictions on the transfer of New Ordinary Shares in the United Kingdom.

All New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Shares, including the right to receive all dividends and other distributions made, paid or declared after the date of issue of the New Ordinary Shares. The Ordinary Shares do not carry any rights to participate in a distribution of capital (including on a winding-up) other than those that exist as a matter of law.

4.2 Form and currency of the New Ordinary Shares

The New Ordinary Shares will be in registered form and will be capable of being held in certificated and uncertificated form. The Registrar of the Company is Equiniti Limited.

The New Ordinary Shares are, and on Admission will be, denominated in pounds sterling.

Title to the certificated New Ordinary Shares will be evidenced by entry in the register of members of the Company and title to uncertificated New Ordinary Shares will be evidenced by entry in the operator register maintained by the Registrar (which will form part of the register of members of the Company).

No share certificates will be issued in respect of New Ordinary Shares in uncertificated form. No temporary documents of title have been or will be issued in respect of the New Ordinary Shares.

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It is currently anticipated that the New Ordinary Shares will be eligible to join CREST, the computerised, paperless system for settlement of sales and purchases of shares in the London securities market, with effect immediately upon Admission becoming effective and the commencement of dealings on the London Stock Exchange in the New Ordinary Shares.

4.3 Rights attaching to the securities

The rights attaching to the New Ordinary Shares and the Consolidated Shares will, once issued, be uniform in all respects and they will form a single class for all purposes, including with respect to voting, pre-emption rights and for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company. On a show of hands at general meetings of the Company, every Shareholder who is present in person and every person holding a valid proxy shall have one vote and on a poll every Shareholder present in person or by proxy shall have one vote per Ordinary Share.

The Deferred Shares, which will be created on the Sub-division becoming effective, will have no voting or dividend rights and will not carry any entitlement to receive notice of any general meeting of the Company or to attend, speak or vote at any general meeting of the Company. The holders of the Deferred Shares will not have any right to participate in any distribution of the Company's assets on a winding up or other distribution except that, after the return of the nominal amount paid up on all Shares and the distribution of £500,000,000,000, there shall be distributed amongst the holders of the Deferred Shares an amount equal to the nominal value of the Deferred Shares. The Deferred Shares will not be listed on the Official List or admitted to trading on the LSE or any other investment exchange.

Under the terms of the Deferred Shares, the Company has the ability to:

buy back the Deferred Shares for aggregate consideration of £0.01; and/or
transfer all of the Deferred Shares to the secretary of the Company for nil consideration,

in each case without obtaining the sanction of the holder or holders of the Deferred Shares.

5. EXISTING SHAREHOLDER AUTHORITIES

The following resolutions were passed by Shareholders at the 2025 Annual General Meeting:

(A) the Directors are authorised to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares:

(i) up to an aggregate nominal amount equal to £6,280,049 (representing 31,400,247 ordinary shares of 20 pence each). This amount represents approximately 33.33% of the Company's issued ordinary share capital (excluding treasury shares) as at 29 April 2025; and

(ii) comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £12,560,098 (representing 62,800,494 issued ordinary shares of 20 pence each) in connection with a fully pre-emptive offer (including an offer by way of a rights issue or open offer), such amount to be reduced by any allotments or grants made under sub-paragraph (i) above. This amount (before any reduction) represents approximately 66.66% of the Company's issued ordinary share capital (excluding treasury shares) as at 29 April 2025. The authority will expire at the earlier of: (i) 16 September 2026; or (ii) the conclusion of the Company's annual general meeting in 2026; and

(B) the Directors are authorised to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings. This authority is limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £1,884,014 (representing 9,420,074 ordinary shares). This aggregate nominal amount represents approximately 10% of the Company's issued ordinary share capital as at 29 April 2025. The authority will expire at the earlier of: (i) 16 September 2026; or (ii) the conclusion of the Company's annual general meeting in 2026. As at the Latest Practicable Date, the Company holds no ordinary shares in treasury.

6. MAJOR SHAREHOLDERS

As at the Latest Practicable Date, the Company had been notified in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules of the following interests in its issued share capital:

Name of Shareholder	Percentage of total voting rights
Alantra EQMC Asset Management	23.98%
Aberforth Partners(1)	12.43%
Royal London Asset Management	6.97%
M&G Investments	6.14%
Harwood Capital	5.31%
Artemis Investment Management	3.92%
Hargreaves Lansdown Asset Management	3.81%
BGF Investments	3.11%

None of the Company's major Shareholders has different voting rights from any other holder of Ordinary Shares.

7. DIRECTORS AND SENIOR MANAGERS

7.1 Directors

The Directors and their principal functions within the Company, together with a brief description of their management experience and expertise and principal business activities outside the Company, are set out below. The business address of each of the Directors (in such capacity) is William Vinten Building, Easlea Road, Bury St Edmunds, England, IP32 7BY.

Name	Position
Stephen Harris	Chairman
Brian Morgan	Chief Financial Officer
Graham Oldroyd	Independent Non-Executive Director, Deputy Chairman
Anna Vikström Persson	Independent Non-Executive Director, Chair of the Remuneration Committee
Polly Williams	Independent Non-Executive Director, Chair of the Audit Committee
Eva Lindqvist	Independent Non-Executive Director, Senior Independent Director

Aidan de Brunner
Martin Cooke
Independent Non-Executive Director
Independent Non-Executive Director

(A) Stephen Harris

Chairman, British, appointed to the Board on 9 November 2023; Chair of the Nominations Committee and member of the Finance Committee.

Stephen was Chief Executive Officer at Bodycote plc until 30 May 2024. Between 1984 and 1995, he held several senior management positions at APV Inc., following which he was appointed as an Executive Director role at Powell Duffryn plc. He later served as an Executive Director at Spectris plc (2003–2008) and was a Non-Executive Director at Brixton plc (2006–2009) and Mondi plc (2011–2021).

Stephen holds an MA in Engineering from Cambridge University and an MBA from the University of Chicago Booth School of Business.

(B) Brian Morgan

Chief Financial Officer, Irish, appointed to the Board with effect from 13 October 2025; member of the Finance Committee.

Brian was Chief Financial Officer at Victoria plc from August 2022 to July 2025. Brian has also held various senior roles at Synthomer plc, Essentra plc and Tate & Lyle plc, with a focus on strategic and transformational projects.

Brian is a graduate of University College Cork and is a qualified accountant and fellow of the Institute of Chartered Accountants in England and Wales.

Deputy Chairman, independent, British, appointed to the Board on 12 October 2023; member of the Audit, Remuneration, Nominations and Finance Committees.

Graham is an independent non-executive director at Senior plc, having been appointed to that role on 28 May 2025. He is the Chair of The Global Smaller Companies Trust PLC listed on the London Stock Exchange. Graham also holds director positions in unlisted companies, including as Chair at MCF Limited and member of the Supervisory Board of MCF Limited's parent MCF Corporate Finance GmbH. Formerly, Graham was Chairman at Ideal Standard International NV, a non-executive director of PHS Group Investments Ltd, Nobina AB and Henderson Alternative Strategies Trust plc (where he was Chair of the Audit Committee from 2014 to 2020). He was a partner with 23 years' service at European private equity fund manager Bridgepoint until June 2013.

A graduate in Engineering from Cambridge University, Graham also holds an MBA from INSEAD Business School. He is a Chartered Engineer, a Fellow of the Institution of Mechanical Engineers and a Member of the Chartered Institute for Securities & Investment. He is an Honorary Distinguished Fellow at INSEAD Business School.

(D) Anna Vikström Persson

Non-Executive Director, independent, Swedish, appointed to the Board on 1 May 2023; Chair of the Remuneration Committee and member of the Nominations and Audit Committees.

Anna is a Non-Executive Director and Chair of the ESG Committee of Bytes Technology Group plc. Between 2018 and end of 2021, Anna was Chief Human Resources Officer for Pearson plc, and prior to that between 2011 and 2016 Anna was Executive Vice President, Head of Human Resources, at Sandvik AB. Between 2009 and 2014 Anna was independent Non-Executive Director for Knowit AB, a public listed IT consultancy group in the Nordics and Baltics. Between 2006 and 2011 she was Executive Vice President, Head of Human Resources at SSAB AB and prior to that worked at Ericsson Group AB in various HR roles culminating as Vice President, Human Resources & Organisation, Sweden.

Anna was born in South Korea, raised in Sweden and studied in the US and Germany. Anna holds a Masters in Law from Lund University as well as professional HR qualifications from both London Business School and Michigan Business School.

(E) Polly Williams

Non-Executive Director, independent, British, appointed to the Board on 1 July 2024; Chair of the Audit Committee and a member of the Remuneration, Nominations and Finance Committees.

Polly is a Non-Executive Director at Royal Bank of Canada Europe Ltd and ClearBank Group Holdings Limited. She also serves as Senior Independent Director and Audit Chair at The Rugby Football Union and serves as Chair of the Audit, Investment and Risk Committee of The Duke of Edinburgh's Award. Polly is a Chartered Accountant, and was formerly a Partner at KPMG LLP until 2003, and has since held several non-executive roles across financial services and other sectors.

(F) Eva Lindqvist

Non-Executive Director, independent, Swedish, appointed to the Board on 1 April 2025; Senior Independent Director and member of the Audit, Remuneration and Nominations Committees. Eva is the Non-Executive Director in charge of employee engagement.

Eva is currently Senior Independent Director at Vesuvius plc and a Non-Executive Director and Chair of the Remuneration Committee at CLS Holdings plc. She has held senior roles at Ericsson over a 20-year career, including international positions in Sweden, Australia, the US and Japan. She later joined Telia Equity as Senior Vice President and became CEO of TeliaSonera International Carrier in 2002. Eva has served on the boards of Acast AB, Bodycote plc, Assa Abloy AB, Mr Green & Co AB, Sweco AB, Tarsier AB and Keller Group plc. She is also a member of the Royal Swedish Academy of Engineering Sciences.

(G) Aidan de Brunner

Non-Executive Director, independent, British, appointed to the Board on 31 July 2025; member of the Finance Committee.

Aidan is currently a non-executive Director at Thames Water and Swedish company Stegra. Aidan brings significant Board, investment and management experience and has a particular focus on financial restructurings, which he has gained over a 25-year career across a range of companies, including Petrofac, London Southend Airport Company Limited and the Trafford Group. Aidan qualified as a Chartered Accountant in the UK in 2000.

(H) Martin Cooke

Non-Executive Director, independent, Irish, appointed to the Board on 31 July 2025; member of the Finance Committee.

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Martin is currently a Non-Executive Director at Kemble Water Holdings Limited, the ultimate parent of Thames Water. He has over 30 years of experience in both executive and non-executive roles across a wide range of sectors. Martin is a Fellow of the Association of Chartered Certified Accountants.

(I) Senior Managers

The Senior Managers, in addition to the Executive Directors listed above, are as follows:

Name	Position
Nicola Dal Toso	Divisional CEO, Videndum Production Imaging
Marco Vidali	Divisional CEO, Videndum Creative Solutions
Jon Bolton	Group Company Secretary
Sabine Weishaupt	Chief People Officer
Chi Li	Managing Director for China and South East Asia

(J) Nicola Dal Toso

Divisional Chief Executive, Videndum Production Imaging, Italian, appointed February 2021.

Nicola has been with the Group since March 2015. Prior to this Nicola held various senior management roles in international industrial companies including BDR Thermea, Baxi and Fiamm, working extensively in UK and The Netherlands. Nicola is a Chartered Engineer and with an Industrial Engineering degree from Padua University.

(K) Marco Vidali

Divisional Chief Executive, Videndum Creative Solutions, Italian, appointed March 2022.

Marco joined Videndum in January 2014, and most recently worked as Chief Operating Officer in its Creative Solutions division. Before joining Videndum, Marco held various general management and marketing positions for consumer goods companies, including L'Oreal, Candy-Hoover and Indesit. He has extensive experience working in Asia-Pacific, the US and Europe. Marco holds an Economics degree from the University of Turin, and has undertaken postgraduate studies at Harvard Business School.

(L) Jon Bolton

Group Company Secretary, British, appointed October 2008.

Previously Company Secretary of Waste Recycling Group. Prior to this Jon held company secretarial positions at GlaxoSmithKline, where he trained as a company secretary, and Cable & Wireless plc, where he was Deputy Company Secretary. He holds a Bachelor of Law degree, a Masters in Legal Practice and is a Fellow of the Institute of Chartered Secretaries and Administrators.

(M) Sabine Weishaupt

Chief People Officer, German, appointed December 2024.

Previously serving as Chief Human Resources Officer at Bodycote plc, Sabine brings a wealth of experience in HR management, having held senior leadership positions with both European and global scope at renowned organisations including Qiagen, Nokia and 3M. Sabine's extensive expertise and

strategic insight will be essential in harmonising and strengthening people and culture across Videndum.

(N) Chi Li

Managing Director, China and South East Asia, American, appointed August 2025.

Chi joined Videndum in August 2025 and brings a wealth of experience in Sales and Business Development, having held senior leadership roles across Asia Pacific at US-based companies including SpectraCell, Bodycote and Spectris China. With nearly two decades of expertise spanning supply chain development, manufacturing operations and sales leadership, as well as over a decade as founder and owner of a private business, his career covers both B2B and B2C markets.

7.2 Directorships and partnerships outside the Group

The details of those companies and partnerships outside the Group of which the Directors and Senior Managers are currently directors or partners, or have been directors or partners at any time during the five years prior to the publication of this document, are as follows:

Name	Current directorships and partnerships	Previous directorships and partnership
Directors
Stephen Harris	None	Bodycote plc – Chief Executive Officer Mondi plc – Non-Executive Director
Brian Morgan	None	Victoria P.L.C. – Director Victoria Midco Holdings Limited – Director G-Tuft Limited – Director ‘V’ Line Carpets Limited – Director The Victoria Carpet Company Limited – Director Victoria Carpets Limited – Director G-Tuft (2015) – Director Alliance Flooring Distribution Limited – Director Ezi Floor Limited – Director Whitestone Carpets Holdings Limited – Director Victoria Procurement Group Limited – Director Distinctive Flooring Limited – Director Hanover Carpets Limited - Director Synthomer Jersey Limited – Director Synthomer Trading Limited – Director Victoria Bidco BV – Director Victoria Holdco BV – Director Avalon BV – Director GrassInc BV – Director Edel Group BV – Director Balta Belgium NV

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| | | Ceramica Saloni S.A.
Keraben Grupo S.A.
Kinsan Trade SL
Ceramiche Serra S.p.A
Ascot Gruppo Ceramiche S.r.l
Colli de Sassuolo S.r.l
Santa Maria S.r.l
Keradom S.r.l
Victoria Ceramiche Italia Holdco
S.r.l |
| --- | --- | --- |
| Graham Oldroyd | Senior PLC – Non-Executive Director
The Global Smaller Companies Trust PLC – Chair
MCF Limited – Chair
MCF Corporate Finance GmbH – Member of Supervisory Board
Downing LLP – Senior Advisor
Field Place Weybridge Residents Association Limited – Director
Oldroyd Independent Advisory Services – Founder | Ideal Standard International NV – Chair
Tunstall Integrated Healthcare Holdings Ltd – Non-Executive Director
Advisory Council established by EQMC ICAV for the benefit of EQMC Europe Development
Capital Fund managed by Alantra – Member of the Advisory Council
Nobina AB – Non-Executive Director
Pearson plc – Chief Human Resources Officer
Placed AB – Chair |
| Anna Vikström Persson | Snow Investment AB – Board Alternate
Bytes Technology Group plc – Independent Non-Executive Director and Chair of the ESG Committee | |
| Polly Williams | Rugby Football Union (RFU) – Senior Independent Director and Chair of the Audit and Risk Committee
Twickenham Experience Ltd – Director
RBC Europe Ltd – Non-Executive Director
ClearBank Group Holdings Limited – Director
The Duke of Edinburgh’s Award – Chair of the Audit, Investment and Risk Committee
Rainlight Holdings Ltd – Director | A Adcock Investments – Director
Brewin Dolphin Limited – Director
GDBA (Pension Fund Trustee) Limited – Director
Guide Dogs for the Blind Association (THE) – Director
Jupiter Fund Management PLC – Non-Executive Director and Chair of the Audit and Risk Committee
TSB Bank PLC – Non-Executive Director and Chair of the Audit Committee
XP Power Limited – Director |
| Eva Lindqvist | Vesuvius plc – Non-Executive Director and Senior Independent Director
CLS Holdings plc – Non-Executive Director and Chair of Remuneration Committee
Nominet – Non-Executive Director and Chair of Remuneration Committee | Greencoat Renewables plc – Non-Executive Director
Tele2 AB – Non-Executive Director and Chair of Audit Committee
Silverforsen Group AB – Director (voluntarily liquidated) |
| Aidan de Brunner | Stegra AB – Non-Executive Director
Stegra II AB – Non-Executive Director
Stegra III AB – Non-Executive Director | Teide Ltd – Non-Executive Director
Petrofac Limited – Non-Executive Director
Petrofac International Limited – Non-Executive Director
Petrofac Facilities Management Limited – Non-Executive Director |

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Martin Cooke

Stegra Reserve AB – Non-Executive Director
Stegra Boden AB – Non-Executive Director
Stegra DMP/SMP Real Estate AB – Non-Executive Director
Stegra Boden Electrolyzer AB – Non-Executive Director
Stegra Electrolyzer Real Estate AB – Non-Executive Director
Burkina Health Foundation Limited – Non-Executive Director
Thames Water Super Senior Issuer PLC – Non-Executive Director
Dataworks Technology Ltd – Non-Executive Director
Thames Water Utilities Holdings Limited – Non-Executive Director
Thames Water Utilities Finance PLC – Non-Executive Director
Thames Water Utilities Limited – Non-Executive Director
WeAreSweet Ltd – Non-Executive Director
Emperic Limited – Chair
Concerts for Carers Ltd – Non-Executive Director
Fagus HoldCo PLC (in liquidation) – Non-Executive Director
Babylon Partners Ltd / BPL Realisations Ltd (successor, in administration) – Non-Executive Director
Babylon Holdings Ltd (in liquidation) – Non-Executive Director
Haya Real Estate SA / Plataforma Ltd (successor, in liquidation) – Non-Executive Director
Ovo Finance Limited - Board Observer
Rosechurch Homes Limited – Director
St James Street Property Management Limited – Director
Horizon Capital Security Trustee Number 2 Limited (under active proposal for strike-off) – Director
Horizon Capital Security Trustee Number 3 Limited (under active proposal for strike-off) – Director
AIL Beta Holdings Limited - Director
Kemble Water Holdings Limited – Director
Kemble Water Eurobond PLC – Director

Petrofac Norge BV – Non-Executive Director
Petrofac (Malaysia-PM304) Ltd – Non-Executive Director
Anfora GP Ltd – Non-Executive Director
LumiraDX UK Ltd – Non-Executive Director
Liberty Finance International BV – Non-Executive Director
The Trafford Centre Limited – Non-Executive Director
The Trafford Centre Investments Limited – Non-Executive Director
The Trafford Centre Holdings Limited – Non-Executive Director
Trafford Centre Finance Limited (Cayman) – Non-Executive Director
The Trafford Centre Group (UK) Limited – Non-Executive Director
Codere New Topco SA – Non-Executive Director
London Southend Airport Company Limited – Non-Executive Director

Nordic Aviation Capital (dissolved) – Director
Nac Aviation 3 Limited – Director
Nac Aviation 10 Limited – Director
Nac Aviation 11 Limited – Director
Nac Aviation 18 Limited – Director
Nac Aviation 17 Limited – Director
Nac Aviation 20 Limited – Director
Nac Aviation 21 Limited – Director
Nac Aviation 23 Limited – Director
Nac Aviation 25 Limited – Director
Nac Aviation 26 Limited – Director
Nac Aviation 27 Limited – Director
Nac Aviation 29 Designated Activity Company – Director
Nac Aviation 31 Limited – Director
Nac Aviation 32 Limited – Director
Nac Aviation 9 Limited – Director

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Trinxic Holdings Limited (in liquidation) – Director
Trinxic Developments Limited (in liquidation) – Director
Trinxic Connected Limited (in liquidation) – Director
Trinxic Energy Limited (in liquidation) – Director
Trinxic Farnham Limited (in liquidation) – Director
Trinxic Heat Limited (in liquidation) – Director
Trinxic Operations Limited (in liquidation) – Director
Anco Storage Equipment Limited – Director
Brandsafe Ltd – Director
Industrial Workspace Specialists (Iws Group) Ltd – Director
Sansom Holdings Ltd – Director
Walnut Bidco Limited – Director
Walnut Newco Limited – Director
Brandsafe Protection Ltd – Director
Beaverswood Supply Co. Limited – Director
Rittenhouse Holdings Limited – Director
Pro-Store Limited – Director
Rack Armour Limited – Director
Rack Management Limited – Director
Rack Training Limited – Director
The Rack Group Limited – Director
Bulb International Holdings Limited – Director
New Age UK Limited – Director
Robyn Investments (CW) Limited – Director
Buchanan Smith Ireland Limited – Director
Lanzar Limited – Director
Stobart Air Unlimited Company (in liquidation) – Director
Bulb US LLC – Director
Bulb Energy US Inc – Director
NAC Holdings Limited (in liquidation) – Director
Trenport Investments Limited – Director
Trenport (Peters Village) Limited – Director
Trenport (East Hall Park) Limited – Director

Everdeal Employees 2019 Limited (dissolved) – Director
Trinxic Staines Limited (dissolved following voluntary strike-off) – Director
Westgate Topco Limited (dissolved following liquidation) – Director
Westgate Holdco Limited (dissolved following liquidation) – Director

Senior Managers

Nicola Dal Toso
Marco Vidali

None
Mara Agricola S.S. Manager – Director

None
None

	Umbelilalle USA LLC Manager –Director
Jon Bolton	None	None
Sabine Weishaupt	None	None
Chi Li	None	None

7.3 Conflicts of interest

Save for their capacities as persons legally and beneficially interested in Ordinary Shares (including, as applicable, by way of the Shares Plans), there are:

(A) no actual or potential conflicts of interest between the duties owed by the Directors or the Senior Managers to the Company and their private interests and/or other duties that they may also have; and
(B) no arrangements or understandings with major Shareholders, customers, suppliers or others, pursuant to which any Director or Senior Manager was selected.

Each of the Directors has a statutory duty under the Companies Act to avoid conflicts of interests with the Company and to disclose the nature and extent of any such interest to the Board. Under the Articles of Association and, as permitted by the Companies Act, the Board may authorise any matter which would otherwise involve a Director breaching this duty to avoid conflicts of interest and may attach to any such authorisation such conditions and/ or restrictions as the Board deems appropriate (including in respect of the receipt of information or restrictions on participation at certain Board meetings), in accordance with the Articles of Association.

7.4 Directors' and Senior Managers' confirmations

(A) As at the date of this document, no Director or Senior Manager has during the last five years:

had any convictions in relation to fraudulent offences;
had any unspent convictions in relation to indictable offences;
been associated with any bankruptcy, receivership, liquidation or companies put into administration while acting in the capacity of a member of the administrative, management or supervisory body or of a senior manager of any company, save as disclosed in the table above at Section 7.2 of this Part XIII (Additional Information);
been subject to any official public incrimination and/or sanctions by any statutory or regulatory authority (including any designated professional body); or
been disqualified by a court from acting as a member of the administrative, management or supervisory body of a company or from acting in the management or conduct of the affairs of any company.

(B) No Director or Senior Manager was selected to act in such capacity pursuant to any arrangement or understanding with any shareholder, customer, supplier or any other person having a business connection with the Group.
(C) There are no family relationships between any of the Directors and/or the Senior Managers.

(D) There are no outstanding loans or guarantees granted or provided by any member of the Group for the benefit of any of the Directors or Senior Managers.

8. FRUSTRATING ACTIONS

The Company is subject to the UK Code on Takeovers and Mergers (the "City Code"). Other than as provided by the City Code and Chapter 3 of Part 28 of the Companies Act, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules relating to the Ordinary Shares.

9. RELATED PARTY TRANSACTIONS

The Group has entered into the following Related Party Transactions between 30 June 2025 and the Latest Practicable Date.

Transactions with key management personnel charged to the income statement

Number of individuals	14
	£m
Salaries	2.0
Employers’ social security costs	0.2
Performance-related bonuses	0.1
Share-based payment charge¹	0.0
Other short-term employee benefits	0.1
Employers’ pension costs – defined contribution schemes	0.1
Total	2.5

Note 1: IFRS 2 charge recognised in the income statement for share-based payment transactions with key management personnel.

10. MATERIAL CONTRACTS

The contracts listed below have been entered into by the Company or another member of the Group: (i) within the two years immediately preceding publication of this document which are material to the Company or any member of the Group; or (ii) at any time and contain any provision under which the Company or any member of the Group has any obligation or entitlement which is material to the Company or any member of the Group as at the date of this document, in each case not including contracts entered into in the ordinary course of business.

10.1 Placing Agreement

On 10 March 2026, the Company and Investec entered into the Placing Agreement pursuant to which the Company appointed Investec as Sponsor, Global Co-ordinator and Bookrunner in connection with the Capital Raising and Admission. Subject to the terms and conditions of the Placing Agreement, Investec has agreed to use reasonable endeavours to procure places for the Capital Raising Shares at the Offer Price (to the extent not already procured prior to the date of Placing Agreement). To the extent that any Placee (as defined in the Placing Agreement) procured by Investec fails to subscribe for any or all of the Firm Placing Shares and/or Placing Shares which have been allocated to it, or for Placing Shares for which no Placee has been procured, subject to certain conditions, Investec shall subscribe or procure subscribers for the Firm Placing Shares and/or the Placing Shares at the Offer Price.

In consideration for its services under the Placing Agreement, and subject to its obligations under the Placing Agreement having become unconditional and the Placing Agreement not having been terminated, the Company has agreed to pay Investec a sponsor fee and an aggregate commission of 3.25% of the amount equal to the product of the Offer Price and the number of New Ordinary Shares. The Company has also agreed, regardless of whether Investec's obligations under the Placing Agreement become unconditional or the Placing Agreement is terminated, that the Company shall pay all costs and expenses properly incurred in connection with, or incidental to, the Capital Raising, and the fees, disbursements and expenses of Investec's legal counsel in connection with the Capital Raising, Admission and the arrangements contemplated by the Placing Agreement (subject to certain caps).

The Company has given certain customary undertakings, representations and warranties to Investec in relation to the issue and/or sale of Ordinary Shares, including a 180-day lock-up on issues of new shares, and in relation to other matters relating to the Group and its business. In addition, the Company has given customary indemnities to Investec and certain indemnified persons connected with each of them.

The obligations of Investec under the Placing Agreement in relation to the Capital Raising are subject to certain customary conditions including, among others, no breach of warranty contained in the Placing Agreement and Admission becoming effective by 8:00 a.m. on 30 March 2026 or such later time and/or date as the Company and Investec may agree.

If any of the conditions to the Placing Agreement are not satisfied (or waived by Investec) or have become incapable of being satisfied by the required time and/or date, Investec may terminate the Placing Agreement in certain circumstances, but only prior to Admission.

10.2 Financing arrangements

The Existing RCF

The Company is party to the Existing RCF originally dated 5 July 2016 between, among others: (i) the Company and certain of its subsidiaries as original borrowers; (ii) the Company and certain of its subsidiaries as original guarantors; (iii) the Lenders as original lenders; (iv) GLAS USA LLC as agent; and (v) GLAS Trust Corporation Limited as security agent, as amended and/or amended and restated from time to time. The Existing Facility was most recently amended and restated on 15 September 2025.

Under the terms of the Existing RCF, the Lenders have made available to the Company a multi-currency revolving credit facility in an aggregate amount of £150 million, with a final maturity date of 14 August 2026. The Existing RCF was put in place to provide the Group with access to funding for general corporate purposes. Drawings under the Existing RCF are limited to £134.3 million without all Lender consent, and since April 2025 the Company has not been permitted to request an advance under the Existing RCF unless the proceeds of the relevant advance are forecast to be applied towards the Group's liquidity requirements by the end of the two week period following the proposed utilisation date of such advance.

The interest rate under the Existing RCF is equal to the aggregate of the relevant reference rate (such as SONIA for sterling loans) and the applicable margin. The margin is subject to a ratchet between 1.05% and 4.50% per annum depending on the ratio of consolidated net borrowings to EBITDA.

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The Existing RCF is secured by a multi-jurisdictional security package comprising both share and asset security over certain members of the Group and is otherwise guaranteed by the guarantors listed in Part 1 of Schedule 1 of the Existing RCF. The Existing RCF is available for drawing in sterling, euros, US dollars, Japanese Yen or any other currency that is readily available in the required amount and can be freely converted into sterling at the date of the relevant advance.

The Existing RCF contains customary representations, undertakings and covenants with certain carve-outs and materiality thresholds, where relevant. The Existing RCF contains certain events of default customary for facilities of this nature, including non-payment, breach of other obligations, misrepresentation, cross-default, insolvency, insolvency proceedings, creditors' process, unlawfulness, repudiation and material adverse change.

Under the terms of the Existing RCF, the Group is subject to certain financial covenants, namely: (i) a minimum liquidity covenant; (ii) a trailing last 12-month EBITDA covenant tested as at 30 June 2025, 30 September 2025 and 31 October 2025; (iii) an interest cover ratio (calculated as EBITA to consolidated net interest charges); and (iv) a net borrowings ratio (calculated as consolidated net borrowings to EBITDA).

Certain fees are payable in connection with the Existing RCF, including commitment and agency fees.

The Existing RCF is governed by the laws of England and Wales.

As at 6 March 2026, £131.7 million has been drawn under the Existing RCF.

The Senior Facility

The Existing RCF will be amended and restated shortly after Transaction Close with the £150 million multi-currency revolving credit facility being amended to a £45 million term loan facility, which shall be split into two tranches of £31.5 million ("Tranche A") and £13.5 million ("Tranche B") (the "Senior Facility"). The Senior Facility will rank junior in priority to the Super Senior Facility and in priority to all other debt in the capital structure.

Tranche A has a final maturity date of three years from Transaction Close. Tranche B has a final maturity date of two years from Transaction Close.

The interest rate under the Senior Facility will be equal to the aggregate of the relevant reference rate (such as SONIA for sterling loans) and the applicable margin. The margin will be subject to a ratchet between 3.75% and 6.75% per annum depending on the ratio of consolidated net borrowings to EBITDA. The day one margin will be 5.75% per annum.

The Senior Facility will continue to be secured by substantially the same security package granted in connection with the Existing RCF, with supplemental security being taken in certain jurisdictions.

The Senior Facility will contain the same customary representations, undertakings, covenants and events of default as the Existing RCF.

Under the terms of the Senior Facility, the Group will be subject to certain financial covenants, namely a £5 million minimum liquidity covenant until 31 March 2028 and, thereafter, an interest cover ratio (calculated as EBITA to consolidated net interest charges) and a net borrowings ratio (calculated as net

186

borrowings to EBITDA). The interest cover ratio steps up over time from 1.25x at 31 March 2028 to 2.00x at 31 March 2029, and the net borrowings ratio decreases over time from 4.75x at 31 March 2028 to 4.25x at 31 March 2029.

The Senior Facility will provide that certain disposals undertaken by the Group require the Company to prepay the loans made under the Senior Facility and/or the Super Senior Facility (as applicable) in the following order of priority: first to repaying Tranche B, second to repaying Tranche A and third to repaying loans made under the Super Senior Facility.

Amounts under the Senior Facility will be available for drawing only in pounds sterling and no other currency.

Certain fees will be payable in connection with the Senior Facility, including agency and security agency fees.

The Senior Facility will be governed by the laws of England and Wales.

The Super Senior Facility

The Company will enter into a £15 million multi-currency revolving credit facility shortly after Transaction Close between: (i) the Company as borrower; (ii) the Company and certain of its subsidiaries as original guarantors; (iii) Polus Capital as mandated lead arrangers and original lenders; (iv) GLAS USA LLC as agent; and (v) GLAS Trust Corporation Limited as security agent (the "Super Senior Facility"). The Super Senior Facility will rank senior in priority to the Senior Facility.

The Super Senior Facility will be made available for the general corporate purposes of the Group. Advances made under the Super Senior Facility are to be repaid on the last day of the interest period relating to the relevant advance, and the final maturity date of the Super Senior Facility will be the date falling three years after Transaction Close.

The Super Senior Facility will be secured by the same multi-jurisdictional security package as the Senior Facility and the Existing RCF and is otherwise guaranteed by the guarantors listed in Part 1 of Schedule 1 of the Super Senior Facility.

The interest rate under the Super Senior Facility will be equal to the aggregate of the relevant reference rate (such as SONIA for sterling loans) and the applicable margin. The margin will be subject to a ratchet between 3.75% and 6.75% per annum depending on the ratio of consolidated net borrowings to EBITDA. The day one margin will be 5.75% per annum.

The Super Senior Facility will contain customary representations, undertakings and covenants with certain carve-outs and materiality thresholds, where relevant. The Super Senior Facility will contain certain events of default customary for facilities of this nature, including non-payment, breach of other obligations and cross-default.

Under the terms of the Super Senior Facility, the Group will be subject to certain financial covenants, namely a £5 million minimum liquidity covenant until 31 March 2028 and, thereafter, an interest cover ratio (calculated as EBITA to consolidated net interest charges) and a net borrowings ratio (calculated as net borrowings to EBITDA). The interest cover ratio steps up over time from 1.25x at 31 March 2028

187

to 2.00x at 31 March 2029, and the net borrowings ratio decreases over time from 4.75x at 31 March 2028 to 4.25x at 31 March 2029.

The Super Senior Facility will provide that certain disposals undertaken by the Group require the Company to prepay the loans made under the Senior Facility and/or the Super Senior Facility (as applicable) in the following order of priority: first to repaying Tranche B, second to repaying Tranche A and third to repaying loans made under the Super Senior Facility.

Certain fees will be payable in connection with the Super Senior Facility, including commitment, arrangement, backstop, agency and security agency fees.

The Super Senior Facility will be governed by the laws of England and Wales.

10.3 Restructuring Implementation Deed

The Company, the Lenders and the lenders under the Super Senior Facility (together the "RID Lenders"), among others, entered into a restructuring implementation deed dated 10 March 2026 (the "Restructuring Implementation Deed" or the "RID"), which sets out the steps pursuant to which the Debt Repayment and Restructuring (including the Debt for Equity Conversion) will be implemented. Agreed and final form versions of the Senior Facility, the Super Senior Facility, an intercreditor agreement and a termination deed in respect of an existing subordination agreement were appended to the RID. Subject to the passing of the Refinancing Resolutions and satisfaction of customary financing conditions precedent, among other things, the Debt for Equity Conversion will take effect concurrently with the Capital Raising under the terms of the RID.

Pursuant to the RID, the Company is required to notify the RID Lenders upon its receipt of the net proceeds of the Capital Raising. Following this, the remaining Debt Repayment and Restructuring steps will take place and the associated transaction documents will become effective (including the Senior Facility and the Super Senior Facility).

The RID contains customary representations, undertakings and covenants. It also includes customary mutual releases in favour of the Company (and certain subsidiaries), Group directors, RID Lenders and provided to certain advisers, in respect of any damage, loss or liability arising as a result of the negotiation, preparation and implementation of the Debt Repayment and Restructuring (with certain customary carve-outs). The RID also provides the Group with certain waivers in respect of existing defaults (or potential defaults) under the Existing RCF (the "Temporary Waivers"). The Temporary Waivers will remain in effect until the earlier of: (i) the occurrence of the Debt Repayment and Restructuring (upon which the Temporary Waivers will become permanent); or (ii) the termination of the RID.

The RID will terminate: (i) if the Debt Repayment and Restructuring has not occurred by 24 April 2026; (ii) if the Company makes a public announcement that the Capital Raising will no longer proceed; (iii) if the Capital Raising is unsuccessful; or (iv) upon the occurrence of certain insolvency related events of default under the Existing RCF.

10.4 April 2025 Placing Agreement

On 30 April 2025, the Company announced the launch of a fully underwritten non-pre-emptive placing of 9,412,663 new ordinary shares ("April 2025 Placing Shares") at 85 pence per share (the "Placing

188

Price"), raising gross proceeds of approximately £8 million. Pursuant to a placing agreement between the Company and Investec (the "April 2025 Placing Agreement"), Investec agreed to use its reasonable endeavours to procure subscribers for the April 2025 Placing Shares and provided underwriting commitments for the full amount of the placing such that, if places fail to take up their allocation of April 2025 Placing Shares at the Placing Price, Investec shall take up such shares and the Company agrees to allot and issue such shares to Investec, at the Placing Price.

10.5 JOBY Asset Purchase Agreement

On 2 September 2025, Videndum Media Solutions S.p.A. (the "Seller"), a wholly-owned subsidiary of the Company, entered into an asset purchase agreement with Vijim Limited for the sale of the "JOBY" brand and associated assets, including specified brand names, intellectual property rights, records, social media accounts, moulds, user data and related brand information (the "JOBY Asset Purchase Agreement").

Under the JOBY Asset Purchase Agreement, 20% of the purchase price of €6 million is held in escrow, to be released upon completion of regulatory transfers of specified trade marks in seven territories (EU, US, UK, PRC, Japan, Australia and Canada), with staged releases on completion of each of the EU, US and UK transfers and one further release upon completion in the grouped territories (PRC, Japan, Australia and Canada). If all retention conditions are not fully satisfied by the long-stop date (being six months from completion), the parties are to negotiate the terms and timing for release of the retention in good faith and, failing agreement, the matter is escalated to senior representatives.

The JOBY Asset Purchase Agreement contains warranties from the Seller (for example, as to authority, solvency, title, accuracy and completeness of the schedule of registered IP, ownership and enforceability of the brand IP, no known disputes or infringements regarding the assets and tax compliance in relation to the brand business), which are subject to customary liability limitations (for example, an aggregate liability cap, de minimis and basket thresholds and time limitations).

Under the JOBY Asset Purchase Agreement, the Seller is restricted from manufacturing or selling JOBY IP-vested products for a defined period post-completion, subject to limited carve-outs for stock liquidation and product-specific licence-back arrangements. Further, the Seller agrees to provide post-completion assistance to support specified transition activities.

11. REGULATORY DISCLOSURES

Below is a summary of the information disclosed in accordance with the Company's obligations under MAR over the last 12 months which is relevant as at the date of this document.

(A) On 21 February 2025, the Company announced that, subject to finalisation of audit procedures, its FY24 results were in line with guidance provided in the pre-close trading update of 16 December 2024. The amended December 2024 covenant test was met, and the February 2025 covenant test was waived. The Company stated that discussions with the Lenders regarding the March 2025 covenant and continued access to the Existing RCF were ongoing. The Company confirmed that work to refinance the Existing RCF, which expires in August 2026, was progressing and that its Lenders remain supportive.

(B) On 19 March 2025, the Company announced the appointment of Eva Lindqvist to the Board as an independent Non-Executive Director with effect from 1 April 2025. It was further announced that Eva would succeed Richard Tyson as Senior Independent Director at the 2025 Annual

General Meeting, with Richard remaining on the Board as an independent Non-Executive Director. It was noted that Eva would join the Audit, Remuneration and Nominations Committees.

(C) On 22 April 2025, the Company announced that it would publish its audited FY24 results on 30 April 2025. The Company also confirmed that discussions with Lenders regarding the reset of all future covenants under the Existing RCF are progressing positively ahead of the results announcement. In parallel, the Company noted it was continuing work to refinance the facility, which is due to expire in August 2026.

(D) On 30 April 2025, the Company announced its full year results for the year ended 31 December 2024. The Company reported revenue of £283.6 million and an adjusted operating loss of £18.2 million. Statutory loss before tax was £103.4 million, including £51.3 million of asset impairments and £11.3 million of restructuring costs. The Company confirmed that covenant tests were met and that its Existing RCF covenants were successfully reset in April 2025. Restructuring initiatives were expected to deliver annualised cost savings of £18 million, with £15 million to be realised in 2025.

(E) On 30 April 2025, the Company announced the publication of the 2024 Annual Report and Accounts, along with notice of the 2025 Annual General Meeting.

(F) On 30 April 2025, the Company announced the launch of a fully underwritten non-pre-emptive placing of 9,412,663 new ordinary shares at 85 pence per share, raising gross proceeds of approximately £8 million, and on the same day announced the successful completion of a non-pre-emptive placing of 9,330,310 new ordinary shares at 85 pence per share, raising gross proceeds of approximately £8 million.

(G) On 1 May 2025, the Company announced an amendment to its previous announcement dated 30 April 2025 regarding the 2024 Annual Report and Accounts and notice of the 2025 Annual General Meeting. The Company clarified that the Annual General Meeting would be held at 2:00 p.m. on Monday, 16 June 2025 at Hilton London Syon Park, Park Road, Isleworth TW8 8JF. All other details remained unchanged.

(H) On 16 June 2025, the Company announced that all resolutions as set out in the notice of the 2025 Annual General Meeting were passed at the Annual General Meeting held that day.

(I) On 9 July 2025, the Company announced that it had convened a General Meeting of Shareholders to be held at 10:00 a.m. on Monday, 28 July 2025 at Regus Heathrow, 450 Bath Road, Longford, Heathrow, West Drayton UB7 0EB. The General Meeting was to consider a resolution to amend the Directors' Remuneration Policy.

(J) On 28 July 2025, the Company announced that a resolution to amend the Directors' Remuneration Policy had been passed at a General Meeting held on 28 July 2025.

(K) On 29 July 2025, the Company announced the appointments of Aidan de Brunner and Martin Cooke as Non-Executive Directors with effect from 31 July 2025. It was also announced that Graham Oldroyd would become Deputy Chairman from the same date. Richard Tyson, who has served as a Non-Executive Director since April 2018, would stand down from the Board on 31 July 2025.

(L) On 6 August 2025, the Company announced its half year results for the six months ended 30 June 2025. The Company confirmed that covenant tests were met and that its Revolving Credit

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Facility covenants were successfully reset in April 2025. Approximately £6 million of cost savings were achieved in H1 2025, with further savings planned for H2. The Company also announced the sale of its Amimon Israeli business and the launch of the Manfrotto ONE hybrid tripod, and noted that US shipments were impacted by tariff-related uncertainty.

(M) On 3 September 2025, the Company announced that it had reached agreement to sell its consumer-orientated JOBY brand to VIJIM (the maker of camera and smartphone accessories), with the Company retaining inventory which will be released over time.

(N) On 1 October 2025, the Company announced the appointment of Brian Morgan as Group Chief Financial Officer and a member of the Board with effect from 13 October 2025. Brian Morgan was previously CFO at Victoria plc and held senior roles at Synthomer plc, Essentra plc and Tate & Lyle plc. Sean Glithero, Interim CFO, would step down on Brian's appointment but remain with the Company until 31 October 2025 to support the transition.

(O) On 16 October 2025, the Company provided a trading update for the three months ended 30 September 2025 and an update on ongoing negotiations with its Lenders. The Company confirmed it had met its September EBITDA covenant and continues to make progress on a deleveraging plan. Lenders have requested a trailing 12-month October EBITDA covenant of £10 million and agreement on the deleveraging plan. The Company announced the sale of its JOBY brand for gross proceeds of approximately £5 million.

(P) On 23 December 2025, the Company announced the main components of the proposed Refinancing agreed in principle with the Lenders, Aberforth and Alantra, comprising the key terms in principle of the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring. The Company also announced that all relevant covenant tests had been extended or waived.

12. LITIGATION

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), during a period covering at least the 12 months preceding the date of this document which may have, or have had in the recent past, significant effects on the Company's and/or the Group's financial position or profitability.

13. SIGNIFICANT CHANGE

Other than as set out below, there has been no significant change in the financial position or financial performance of the Group in the period since 30 June 2025, being the date to which the latest financial information of the Group was published.

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14. EXPENSES

The total costs and expenses payable by the Company in connection with the Capital Raising (including the listing fees of the FCA and the London Stock Exchange, professional fees and expenses and the costs of printing and distribution of documents) are estimated to amount to approximately £6.1 million (excluding VAT).

15. AUDITOR

The independent auditor of the Company since 19 June 2024 has been PricewaterhouseCoopers LLP of 1 Embankment Place, London, WC2N 6RH. PricewaterhouseCoopers LLP is registered to carry out audit work in the United Kingdom and Ireland by the Institute of Chartered Accountants in England and Wales.

16. CONSENTS

(A) Lazard and Investec have given and not withdrawn their consent to the inclusion in this document of their name in the form and in the context in which they appear.

(B) PricewaterhouseCoopers LLP of 1 Embankment Place, London, WC2N 6RH has given and not withdrawn its written consent to the inclusion in this document of the report set out in Part B of Error! Reference source not found. Part XI (Unaudited Pro Forma Financial Information) and has authorised the contents of its report for the purposes of item 3.1.4R(2)(f) of the PRM. As the Shares have not been and will not be registered under the US Securities Act, PricewaterhouseCoopers LLP has not filed and will not file a consent under the US Securities Act.

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents may be inspected on the Company's website at www.videndum.com for a period of 12 months from the date of publication of this document:

(A) the current Articles of Association;

(B) the Articles of Association as amended by Resolution 5;

(C) the documents incorporated by reference into this document, as described in Part XIV (Documents Incorporated by Reference);

(D) the consent letters referred to in Section 16 (Consents) of Part XIII (Additional Information); and

(E) a copy of this document.

For the purposes of item 9.5 of the PRM, this document will be published in printed form and available free of charge, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of 12 months following Admission at the Company's registered office, being William Vinten Building, Easlea Road, Bury St Edmunds, England, IP32 7BY. In addition, the document will be published in electronic form and be available on the Company's website at www.videndum.com.

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PART XIV DOCUMENTS INCORPORATED BY REFERENCE

The table below sets out the documents of which certain parts are incorporated by reference into, and form part of, this document. Only the parts of the documents identified in the table below are incorporated into, and form part of, this document. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this document. To the extent that any information incorporated by reference itself incorporates any information by reference, either expressly or by implication, such information will not form part of this document for the purposes of the PRM, except where such information is stated within this document as specifically being incorporated by reference or where the document is specifically defined as including such information.

Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this document to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).

1. INFORMATION INCORPORATED BY REFERENCE FROM THE COMPANY'S 2025 HALF YEAR RESULTS

The following pages are incorporated by reference from the Company's 2025 Half Year Results:

Document information incorporated by reference	Pages
Condensed consolidated income statement	14
Consolidated statement of comprehensive income	15
Consolidated statement of changes in equity	17
Condensed consolidated balance sheet	16
Condensed consolidated statement of cash flows	18
Notes to the consolidated financial statements	19-44

The Company's 2025 Half Year Results can be accessed at: https://videndum.com/investors/results-reports-and-presentations/

2. INFORMATION INCORPORATED BY REFERENCE FROM THE COMPANY'S 2024 ANNUAL REPORT AND ACCOUNTS

The following pages are incorporated by reference from the Company's 2024 Annual Report and Accounts:

Document information incorporated by reference	Pages
Task Force on Climate-related Financial Disclosures (TCFD) report	30-44
Independent Auditor's report	101-108
Consolidated income statement	111
Consolidated statement of comprehensive income	112
Consolidated statement of changes in equity	114
Consolidated balance sheet	113
Consolidated statement of cash flows	115
Notes to the consolidated financial statements	116-172

The Company's 2024 Annual Report and Accounts can be accessed at: https://videndum.com/investors/results-reports-and-presentations/

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DEFINITIONS

"2023 US Writers' and Actors' Strikes"
means the strikes by the WGA and SAG-AFTRA who went on strike in May and July 2023 respectively and which ended in September 2023;

"2024 Annual Financial Statements"
means the audited consolidated financial statements of the Group as at and for the financial year ended 31 December 2024, including the notes thereon;

"2024 Annual Report and Accounts"
means the annual report and accounts of the Company for the financial year ended 31 December 2024;

"2025 Annual General Meeting"
means the annual general meeting of the Company held on 16 June 2025;

"2025 Half Year Results"
means the announcement of the Company's results for the six months ended 30 June 2025 made on 6 August 2025, which includes the unaudited condensed consolidated interim financial statements of the Group as at and for the six months ended 30 June 2025 and the unaudited comparative financial information as at and for the six months ended 30 June 2025;

"Aberforth"
means Aberforth Partners LLP;

"Adjusted Basic Earnings Per Share"
has the meaning ascribed to it in Section 6 (Alternative Performance Measures) of Part II (Important Notices);

"Adjusted Operating Profit"
has the meaning ascribed to it in Section 6 (Alternative Performance Measures) of Part II (Important Notices);

"Adjusting items"
has the meaning ascribed to it in Section 6 (Alternative Performance Measures) of Part II (Important Notices);

"Admission"
means admission of the New Ordinary Shares to the equity shares (commercial companies) category of the Official List and to trading on the main market for listed securities of the London Stock Exchange;

"Alantra"
means Alantra EQMC Asset Management SGIIC S.A.;

"Amimon"
Amimon Limited, incorporated in Israel;

"Anton/Bauer"
means the "Anton/Bauer®" trademark;

"APAC"
means the Asia-Pacific region, a business region that includes Asia and the Pacific Rim;

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"Application Form"
means the personalised application form on which Qualifying Non-CREST Shareholders may apply for Capital Raising Shares under the Open Offer;

"Application Letter"
means the application letter set out on page 3 of the Application Form;

"Articles of Association"
means the articles of association of the Company from time to time;

"AUDIX"
means Audix LLC, organised in the United States and/or if the context requires, means the "audix®" trademark;

"Autocue"
means Autocue Limited, incorporated in England and Wales and/or if the context requires, means the "autocue®" trademark;

"Autoscript"
means Autoscript Limited, incorporated in England and Wales and/or if the context requires, means the "autoscript®" trademark;

"Avenger"
means the "avenger®" trademark;

"BGF Investments"
means BGF Investments LP;

"Board"
means the board of directors of the Company from time to time;

"Bribery Act"
has the meaning ascribed to it in Section 3.1 of Part I (Risk Factors);

"Business Day"
means any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday;

"Camera Corps"
means Camera Corps Ltd, incorporated in England and Wales and/or if the context requires, means the "camera corps®" trademark;

"Capital Raising"
means the Firm Placing and the Placing and Open Offer;

"Capital Raising Related Party Transaction"
means the Related Party Transactions, as defined in the UK Listing Rules, in respect of the issue of the New Ordinary Shares to Alantra pursuant to the Firm Placing;

"Capital Raising Shares"
means the 31,481,482 New Ordinary Shares to be issued pursuant to the Firm Placing and the Placing and Open Offer;

"Capital Reorganisation"
means the Sub-division and the Consolidation;

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"Capital Reorganisation Effective Date"
means 8:00 a.m. on 30 March 2026;

"Capital Reorganisation Record Date"
means 6:00 p.m. on 27 March 2026;

"CCSS"
means the CREST Courier and Sorting Service established by Euroclear UK to facilitate, among other things, the deposit and withdrawal of securities, as defined in the CREST Manual;

"certificated" or "in certificated form"
refers to a share or other security which is not in uncertificated form (that is, not in CREST);

"Chair"
means the Chair of the Company;

"City Code"
means the UK City Code on Takeovers and Mergers;

"Closing Price"
means the closing, middle market quotation in pounds sterling of an Existing Ordinary Share, as published in the Daily Official List;

"Colorama"
means the "colorama®" trademark;

"Companies Act"
means the Companies Act 2006 of England and Wales, as amended, modified or re-enacted from time to time;

"Company" or "Videndum"
means Videndum plc, a public limited company incorporated in England and Wales with registered number 00227691;

"Conditional Placee"
means any person who agrees to conditionally subscribe for Open Offer Shares (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders) pursuant to the Placing;

"Consolidated Closing Price"
means the Closing Price multiplied by the Consolidation Ratio;

"Consolidated Shares"
means the ordinary shares of 1 pence each in the share capital of the Company resulting from the Consolidation;

"Consolidation"
means the proposed consolidation of each Intermediate Share into 1 Consolidated Share, further details of which are set out in Section 5.1 of Part V (Letter from the Chair of Videndum plc);

"Consolidation Ratio"
means the ratio of 1 Consolidated Share for every 200 Existing Ordinary Shares to be used in the Consolidation;

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"Consolidated Gross Borrowings"

means at any time the aggregate (without double counting and excluding any amount owed to another member of the Group) of the following:

(A) the outstanding principal amount of any moneys borrowed by any member of the Group and any outstanding overdraft debit balance of any member of the Group;

(B) the outstanding principal amount of any debenture, bond, note, loan stock or other security of any member of the Group;

(C) the outstanding principal amount of any acceptance under any acceptance credit opened by a bank or other financial institution in favour of any member of the Group;

(D) the outstanding principal amount of all moneys owing to a member of the Group in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis); and

(E) the capitalised element of indebtedness of any member of the Group in respect of any lease or hire purchase contract (excluding trade accounts arising in the normal course of trading);

the outstanding principal amount of any indebtedness of any person of a type referred to in sub-paragraphs (A) to (E) above which is the subject of a guarantee, indemnity or similar assurance against financial loss given by any member of the Group;

"Consolidated Net Borrowings"

means the aggregate amount of all Consolidated Gross Borrowings less cash at bank and cash equivalent investments, as determined from the most recently published annual or semi-annual consolidated financial statements of the Group;

"constant currency"

has the meaning ascribed to it in Section 6 (Alternative Performance Measures) of Part II (Important Notices);

"COVID-19"

means the infectious disease caused by severe acute respiratory syndrome SARS-CoV-2, the resulting pandemic and related public health events;

"CREST"

means the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear UK;

198

"CREST Deposit Form"
means the CREST deposit form set out on page 4 of the Application Form;

"CREST Manual"
means the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended);

"CREST member"
means a person who has been admitted by Euroclear as a system member (as defined in the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755), as amended);

"CREST Regulations"
means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time;

"CREST sponsor"
means a CREST participant admitted to CREST as a CREST sponsor;

"CREST sponsored member"
means a CREST member admitted to CREST as a sponsored member;

"Daily Official List"
means the daily official list of the London Stock Exchange;

"Debt for Equity Conversion"
means the issue of 8,123,457 New Ordinary Shares to Polus Capital in consideration for the write-off and release of £23 million of debt owed to Polus Capital pursuant to the Existing RCF;

"Debt for Equity Shares"
means the 8,123,457 New Ordinary Shares to be issued to Polus Capital pursuant to the Debt for Equity Conversion;

"Debt Repayment and Restructuring"
has the meaning ascribed to it in Section 3 (Use of Proceeds) of Part V (Letter from the Chair of Videndum plc);

"Deferred Shares"
means the deferred shares of 19.995 pence each in the share capital of the Company resulting from the Sub-division;

"Director and Senior Manager Subscriptions"
means the proposed subscriptions for Director and Senior Manager Subscription Shares by the Participating Directors and certain Senior Managers at the Offer Price, further details of which are set out in Section 13 (Director and Senior Manager Subscriptions) of Part V (Letter from the Chair of Videndum plc);

"Director and Senior Manager Subscription Resolutions"
means Resolutions 6 to 8 (inclusive) to be proposed at the General Meeting as set out in the Notice;

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"Director and Senior Manager Subscription Shares"
means the new Ordinary Shares for which the Participating Directors and certain Senior Managers have indicated a non-binding intention to subscribe for pursuant to the Director and Senior Manager Subscriptions;

"Directors"
means the directors of the Company as at the date of this document, and "Director" means any one of them;

"Disclosure Guidance and Transparency Rules"
means the disclosure guidance and transparency rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended;

"EBITDA"
means, for any period, the earnings before interest, taxes, depreciation and amortisation of the Group (including the 12-month pro forma effect of any acquisitions or disposals made in the period in the case of acquisitions, applying the same accounting principles as if the acquired company was already part of the Group), after adding back all depreciation;

"EEA"
means the European Economic Area first established by the agreement signed at Oporto on 2 May 1992;

"Enforcement Day"
has the meaning given in Section 1.1 of Part I (Risk Factors);

"Enlarged Share Capital"
means the expected issued ordinary share capital of the Company immediately following the issue of the New Ordinary Shares;

"Equiniti"
means Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom;

"EU" or "European Union"
means the European Union first established by the treaty made at Maastricht on 7 February 1992;

"EU Prospectus Regulation"
means the Prospectus Regulation (EU) 2017/1129, as amended from time to time;

"Euroclear UK"
means Euroclear UK & International Limited, the operator of CREST;

"Excess Ordinary Shares"
means ordinary shares (not exceeding 196 in total) to be issued to the Company's Employee Benefit Trust prior to the Capital Reorganisation Record Date so that the Company's issued share capital will be exactly divisible by 200;

"Excluded Shareholders"
means, subject to certain limited exceptions, Shareholders who have registered addresses in, who are incorporated in, registered in, or otherwise resident or located in, any Excluded Territory;

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"Excluded Territories"
means Australia, Canada, Switzerland, South Korea, Israel, Singapore, South Africa, Japan and the United States (subject to certain limited exceptions), and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation and “Excluded Territory” means any one of them;

"Executive Committee"
means a committee of the board of directors comprised of the Company’s Executive Directors and the Senior Managers;

"Executive Directors"
means the executive directors of the Company as at the date of this document and “Executive Director” means any one of them;

"Ex-Entitlements Date"
means the date on which the Capital Raising Shares are expected to commence trading ex-entitlements, being 8:00 a.m. on 10 March 2026;

"Existing Holding"
means a Qualifying Shareholder’s holding of Ordinary Shares on the Record Date;

"Existing Ordinary Shares"
means, the existing Ordinary Shares in issue immediately preceding the Capital Raising;

"Existing RCF"
means the £150,000,000 multi-currency revolving credit facility agreement originally dated 5 July 2016 (as amended from time to time) made between, among others: the Company and certain of its subsidiaries as original borrowers; (ii) the Company and certain of its subsidiaries as original guarantors; (iii) the Lenders as original lenders; (iv) GLAS USA LLC as agent; and (v) GLAS Trust Corporation Limited as security agent, as amended and/or amended and restated from time to time;

"FCA"
means the Financial Conduct Authority;

"FCA Handbook"
means the FCA’s Handbook of Rules and Guidance, as amended from time to time;

"Firm Placee"
means any person that has conditionally agreed to subscribe for Firm Placing Shares;

"Firm Placing"
means the conditional placing of the Firm Placing Shares on the terms and subject to the conditions contained in the Placing Agreement;

"Firm Placing Shares"
means the 30,186,315 New Ordinary Shares which are to be issued by the Company pursuant to the Firm Placing;

201

"Form of Proxy"
means the form of proxy for use at the General Meeting which accompanies this document;

"FSMA"
means the Financial Services and Markets Act 2000 of England and Wales, as amended from time to time;

"Full Year 2025 Results"
has the meaning given in Part IX (Historical Financial Information);

"GDPR"
has the meaning ascribed to it in Section 3.1 of Part I (Risk Factors);

"General Meeting"
means the general meeting of the Company to be convened pursuant to the notice set out in this document (including any adjournment thereof);

"Gitzo"
means the "gitzo®" trademark;

"Group"
means the Company and each of its direct and indirect subsidiaries from time to time (where "subsidiary" shall have the meaning ascribed to it in the Companies Act);

"Harwood Capital"
means Harwood Private Capital LLP;

"Historical Financial Information"
the historical financial information of the Group referred to in Error! Reference source not found. Part IX (Historical Financial Information);

"HMRC"
means HM Revenue and Customs;

"Hurdle Price"
has the meaning given in paragraph 6.1 of Part Part V (Letter from the Chair of Videndum plc);

"IASB"
means the International Accounting Standards Board;

"ICC"
means independent content creators;

"IFRS"
means the UK-adopted International Accounting Standards as applied in accordance with the provisions of the Companies Act as applicable to companies reporting under those standards as at and for the financial year ended 31 December 2024;

"Intermediate Shares"
means the ordinary shares of 0.005 pence each in the capital of the Company resulting from the Sub-division;

"Investec", "Global Co-ordinator", "Sponsor" and/or "Bookrunner"
means Investec Bank plc;

"Investor Representation Letter"
means the letter executed by a QIB and delivered to the Company, certifying that, among other things: (a) it is a QIB;

and (b) it will only offer, sell, transfer, assign, pledge or otherwise dispose of the Capital Raising Shares in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and in compliance with applicable securities laws;

"ISIN" means International Securities Identification Number;

"Israel-Gaza Conflict" means the recent military and political conflict in Israel and Gaza;

"JOBY" means JOBY Technology (Shenzhen) Co. Limited, incorporated in China and/or if the context requires, means "JOBY®" trademark;

"Latest Practicable Date" means 6 March 2026, being the latest practicable date prior to publication of this document;

"Lenders" means each of the lenders under the Existing RCF and any bank, financial institution, trust, fund or other entity which becomes a Lender in accordance with the terms of the Existing RCF;

"LenderCo" has the meaning given in Section 1.1 of Part I (Risk Factors);

"Lender-led Alternative Transaction" has the meaning given in Section 1.1 of Part I (Risk Factors);

"Leverage" means Consolidated Net Borrowings to EBITDA according to the terms of the Group's lending covenants;

"Litepanels" means the "litepanels®" trademark;

"London Stock Exchange" means London Stock Exchange Group plc or its successor(s);

"Lowepro" means the "lowepro®" trademark;

"Manfrotto" means the "manfrotto®" trademark;

"MAR" means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, in the form retained in English law and as amended from time to time;

"Member State" means a member state of the EEA;

"Money Laundering Regulations" means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended from time to time;

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203

“Net Debt” has the meaning ascribed to it in Section 6 (Alternative Performance Measures) of Part II (Important Notices);

“New Debt Facilities” means the Super Senior Facility and the Senior Facility;

“New Ordinary Shares” means the Ordinary Shares to be issued by the Company pursuant to the Capital Raising and the Debt for Equity Conversion, in each case as the context requires;

“Non-Executive Directors” means the non-executive directors of the Company as at the date of this document and “Non-Executive Director” means any one of them;

“Non-Taken Up Shares” has the meaning given to it in Section 2 (Background to and Reasons for the Refinancing) of Error! Reference source not found. Part VII (Terms and Conditions of the Capital Raising);

“Notice” means the notice of the General Meeting contained in this document;

“OB” means Outside Broadcast;

“OConnor” means the “oconnor®” trademark;

“Offer Price” means 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation);

“Official List” means the official list maintained by the FCA pursuant to FSMA;

“Open Offer” means the conditional invitation to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Application Form;

“Open Offer Entitlements” means entitlements to subscribe for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer;

“Open Offer Shares” means 1,295,167 New Ordinary Shares which are to be issued by the Company pursuant to the Open Offer;

“Orderly Market Period” has the meaning given in paragraph 6.1 of Part Part V (Letter from the Chair of Videndum plc);

“Ordinary Shares” means: (i) prior to the implementation of the Sub-division, the ordinary shares of 20 pence each in the share capital of the Company; (ii) between the implementation of the Sub-division

and the implementation of the Consolidation, the ordinary shares of 0.005 pence each in the capital of the Company; and (iii) following the implementation of the Consolidation, the ordinary shares of 1 pence each in the capital of the Company;

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"Overseas Shareholders"
means Shareholders with registered addresses outside the United Kingdom or who are incorporated in, registered in, or otherwise resident or located in, countries outside the United Kingdom;

"Participating Directors"
means, together, Stephen Harris, Brian Morgan, Graham Oldroyd, Anna Vikström Persson, Polly Williams, Eva Lindqvist and Martin Cooke, being the Directors who have indicated an intention to subscribe for Director and Senior Manager Subscription Shares;

"Permitted US Shareholders"
means Qualifying Shareholders that are QIBs and whom the Company determines, in its sole discretion, are able, based on such criteria, procedures and certifications as it deems appropriate, to participate in the Open Offer pursuant to an applicable exemption from the registration requirements of the US Securities Act;

"Placee"
means a Conditional Placee or a Firm Placee;

"Placing"
means the conditional placing of the Open Offer Shares, subject to clawback pursuant to the Open Offer, on the terms and subject to the conditions contained in the Placing Agreement;

"Placing Agreement"
means the sponsor, placing and open offer and underwriting agreement dated 10 March 2026 and made between the Company and Investec, a summary of which is contained in Section 10.1 of Part XIII (Additional Information);

"Placing Shares"
means the Open Offer Shares proposed to be issued by the Company pursuant to the Placing (to the extent that such shares have not been validly taken up pursuant to the Open Offer);

"POATR"
means the Public Offers and Admissions to Trading Regulations 2024;

"Polus Capital"
means: (i) together, in their capacity as Lenders, Kington Sarl, Marshfield Sarl and Sherston Sarl; and (ii) together, in their capacity as subscribers for New Ordinary Shares, Bybrook Capital Master Fund LP, Bybrook Capital Master Fund LP and Bybrook Capital Master Fund LP, in each case as the context requires;

“PRA” or “Prudential Regulation Authority”	means the Prudential Regulation Authority of the United Kingdom;
“PRM”	means the Prospectus Rules: Admission to Trading on a Regulated Market of the FCA made under section 73A of FSMA;
“QIB”	a “qualified institutional buyer” within the meaning of Rule 144A under the US Securities Act;
“Qualifying CREST Shareholders”	means Qualifying Shareholders holding Ordinary Shares in uncertificated form;
“Qualifying Non-CREST Shareholders”	means Qualifying Shareholders holding Ordinary Shares in certificated form;
“Qualifying Shareholders”	means holders of Existing Ordinary Shares on the register of members of the Company at the Record Date that are not Excluded Shareholders;
“Quasar Science”	means the “quasar science” brand;
“R&D”	means research and development;
“Record Date”	means the date specified in the Expected Timetable of Principal Events on which a Shareholder must hold Ordinary Shares to be a Qualifying Shareholder;
“Refinancing”	means the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring;
“Refinancing Resolutions”	means Resolutions 1 to 5 (inclusive) to be proposed at the General Meeting as set out in the Notice;
“Registrar” or “Receiving Agent”	means Equiniti;
“Regulation S”	means Regulation S under the US Securities Act;
“Regulatory Information Service”	means one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies;
“Related Party Transaction”	has the meaning ascribed to it in paragraph 9 of IAS 24, being the standard adopted according to Regulation (EC) No. 1606/2002;
“Resolutions”	means each of the resolutions to be proposed at the General Meeting as set out in the Notice;

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"Restructuring Implementation Deed" or "RID"
means the restructuring implementation deed dated 10 March 2026 entered into between the Company and the RID Lenders, a summary of which is contained in Section 10.2 of Part XIII (Additional Information);

"RID Lenders"
means the lenders under the Super Senior Facility;

"Risk Factors"
means risk factors set out in Part I (Risk Factors);

"Rule 144A"
means Rule 144A under the US Securities Act;

"Russia-Ukraine Conflict"
has the meaning ascribed to it in Section 1.4 of Part I (Risk Factors);

"Rycote"
means the "rycote®" trademark;

"Sachtler"
means the "sachtler®" trademark;

"SAG-AFTRA"
means the Screen Actors Guild-American Federation of Television and Radio Artists;

"Savage"
means the "Savage" brand;

"SDRT"
means stamp duty reserve tax;

"SEC"
means the United States Securities and Exchange Commission;

"SEDOL"
means Stock Exchange Daily Official List;

"Senior Facility"
means the £45 million term loan facility to be entered into shortly after Transaction Close as an amendment and restatement of the Existing RCF, a summary of which is contained in Section 10.2 of Part XIII (Additional Information);

"Senior Managers"
has the meaning ascribed to it in Section 7.1(I) of Part XIII (Additional Information);

"Share Plans"
means the Videndum Long Term Incentive Plan, the Videndum Deferred Bonus Plan, the Videndum plc Restricted Share Plan and the Videndum Sharesave Plan;

"Shareholder Helpline"
means the telephone helpline for Shareholders, on +44 (0)371 384 2050;

"Shareholders"
means the holder(s) of Ordinary Shares from time to time and "Shareholder" means any one of them;

"SmallHD"
means SmallHD LLC, organised in the United States and/or if the context requires, means the "smallHD®" trademark;

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“stock account”
means an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited;

“Sub-division”
means the proposed sub-division of the Existing Ordinary Shares into Intermediate Shares of 0.005 pence nominal value each and Deferred Shares of 19.995 pence nominal value each, further details of which are set out in Section 4.3 of Part XIII (Additional Information);

“Superior”
means the “superior” brand;

“Super Senior Facility”
means the £15 million multi-currency revolving credit facility to be entered into shortly after Transaction Close between: (i) the Company as borrower; (ii) the Company and certain of its subsidiaries as original guarantors; (iii) Polus Capital as mandated lead arrangers and original lenders; (iv) GLAS USA LLC as agent; and (v) Global Loan Agency Services Limited as security agent, a summary of which is contained in Section 10.2 of Part XIII (Additional Information);

“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“TCFD”
means Task Force on Climate-related Financial Disclosures;

“Teradek”
means Teradek, LLC, organised in the United States and/or if the context requires, means the “teradek®” trademark;

“The Camera Store”
means The Camera Store Limited, incorporated in England and Wales and/or if the context requires, means the “camera store™” trademark;

“Transaction Close”
means 30 March 2026;

“UK Listing Rules”
means the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended;

“uncertificated” or “in uncertificated form”
refers to a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

“United Kingdom” or “UK”
means the United Kingdom of Great Britain and Northern Ireland;

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"United States" or "US"
means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"US/Israel-Iran Conflict"
means the recent military and political conflict between the US/Israel and Iran;

"US Securities Act"
means the US Securities Act of 1933, as amended;

"VAT"
means:

(A) any value added tax imposed by Value Added Tax Act 1994 and legislation and regulations supplemental thereto;
(B) to the extent not included in paragraph (A) above, any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(C) any other Tax of a similar nature to the Taxes referred to in paragraph (A) or paragraph (B) above, whether imposed in the UK or a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (A) or paragraph (B) above or imposed elsewhere;

"Videndum MidCo"
has the meaning given in Section 1.1 of Part I (Risk Factors);

"Vinten"
means the "vinten®" trademark;

"Wooden Camera"
means Wooden Camera, Inc, organised in the United States and/or if the context requires, means the "wooden camera®" trademark;

"Working Capital Statement"
means the working capital statement in Part V (Letter from the Chair of Videndum plc); and

"Writers Guild of America" or "WGA"
means the Writers Guild of America.

NOTICE OF GENERAL MEETING

Videndum plc

(Incorporated in England and Wales with registered number 00227691)

NOTICE IS HEREBY GIVEN THAT A GENERAL MEETING of Videndum plc (the "Company") will be held at 10:30 a.m. (London time) on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS to consider and, if thought fit, to pass the following resolutions which will be proposed, in the case of resolutions 1, 2, 4, 6 and 7 as ordinary resolutions and, in the case of resolutions 3, 5 and 8, as special resolutions.

Terms defined in the prospectus of which this notice forms part shall have the same meaning in this notice.

Capital Raising

Ordinary resolutions

Resolution 1 – Authority to allot shares

THAT, subject to all the other Refinancing Resolutions in this Notice of General Meeting being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company pursuant to and in accordance with section 551 of the Companies Act 2006 to allot shares and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £396,049.39 pursuant to the Capital Raising and the Debt for Equity Conversion, which authority shall be in addition to the existing authority conferred on the Company's board of directors on 16 June 2025, which shall continue in full force and effect. The authority conferred by this resolution shall expire at the conclusion of the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.

Resolution 2 – Authority to allot shares at a discount

THAT, subject to all the other Refinancing Resolutions in this Notice of General Meeting being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to allot up to 39,604,939 New Ordinary Shares pursuant to the Capital Raising and the Debt for Equity Conversion, at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price as at 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the prospectus, such authority to expire on the conclusion of the next annual general meeting of the Company (unless previously revoked or varied by the Company in a general meeting).

Special resolution

Resolution 3 – Disapplication of pre-emption rights

THAT, subject to all the other Refinancing Resolutions in this Notice of General Meeting being duly passed, in addition to all existing authorities conferred on the Company's board of directors, the

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Company's board of directors be and are hereby generally and unconditionally authorised pursuant to section 571 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash, pursuant to the authority conferred by resolutions 1 and 2 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, such power to be limited to the allotment of equity securities pursuant to the authority granted by resolutions 1 and 2 up to an aggregate nominal amount of £396,049.39. This authorisation:

(A) expires at the conclusion of the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or enter into an agreement which would, or might, require equity securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot equity securities in pursuance of such offer or agreement as if the authority hereby conferred by this resolution had not expired or been revoked or varied; and

(B) shall enable the allotment of equity securities in connection with the Capital Raising and the Debt for Equity Conversion including any limits, restrictions or arrangements which the Company's board of directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter in connection therewith.

Capital Reorganisation

Ordinary resolution

Resolution 4 – Sub-division and Consolidation

THAT, subject to all the other Refinancing Resolutions in this Notice of General Meeting being duly passed:

(A) each Existing Ordinary Share of 20 pence in issue at the Capital Reorganisation Record Date or such other time and date as the directors of the Company may in their sole discretion determine be sub-divided and re-classified into:

(i) 1 Intermediate Share of 0.005 pence, such shares carrying the same rights and obligations as the Existing Ordinary Shares (save as to nominal value); and

(ii) 1 Deferred Share of 19.995 pence, such shares carrying the rights and obligations and being subject to the restrictions set out in the Articles of Association as amended by Resolution 5 below,

and the holders of the ordinary shares hereby approve such sub-division and reclassification for all purposes, including to the extent they constitute the amendment of the rights attaching to the ordinary shares;

(B) every 200 Intermediate Shares of 0.005 pence be consolidated into 1 Consolidated Share of 1 pence, having the same rights and obligations as the Existing Ordinary Shares (save as to the nominal value); and

(C) the directors of the Company (or a duly authorised committee of the directors of the Company) be and are hereby authorised to take all such steps as they consider to be

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necessary or desirable in connection with, or to implement, the above, and to agree such modifications, variations, revisions, waivers, extensions or amendments to any of the terms and conditions of the above as they may in their absolute discretion think fit,

provided that, where such Consolidation results in any shareholder being entitled to a fraction of a Consolidated Share, such fraction shall, so far as possible, be aggregated with the fractions of a Consolidated Share to which other shareholders of the Company may be entitled, and that the directors of the Company be and are hereby authorised in accordance with Article 45 of the Articles of Association to deal with such fractions as they shall decide, including to place (or appoint any other person to place), on behalf of all the relevant shareholders, every Consolidated Share representing such fractions at the best price reasonably obtainable and to distribute the net proceeds of the placing in due proportion among the relevant shareholders entitled thereto (save that amounts of less than £5.00 will not be paid to such shareholders and such amounts will instead be retained by the Company); and any director of the Company (or any person appointed by the directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant shareholders and to do all acts and things the directors of the Company consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares (including requiring any Consolidated Share held in uncertificated form to be converted into certificated form and transferred as aforesaid).

Special resolution

Resolution 5 – Amendment to the Articles of Association

THAT, subject to all the other Refinancing Resolutions in this Notice of General Meeting being duly passed and the Sub-division (as defined in Resolution 4 above) becoming effective, the Articles of Association be amended by the insertion of new Articles 136 to 143 as follows:

"Deferred Shares

136. Deferred Share Rights

The deferred shares of 19.995 pence each (the "Deferred Shares") shall rank pari passu with each other but otherwise shall have the rights and be subject to the limitations and restrictions set out in Articles 137 to 143 as well as such further rights, limitations and restrictions (not being inconsistent with those set out in Articles 137 to 143) as may be determined by the directors.

137. Income

The holders of the Deferred Shares shall not be entitled to participate in the profits of the company (save as provided in Article 138) and shall not be entitled to any further or other right of participation in the assets of the company.

138. Capital

The holders of the Deferred Shares shall not have any right to participate in any distribution of the company's assets on a winding up or other distribution except that, after the return of the nominal amount paid up on all ordinary shares and the distribution of £500,000,000,000, there shall be distributed amongst the holders of the Deferred Shares an amount equal to the nominal value of the Deferred Shares.

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212

Voting and General Meetings

The holders of the Deferred Shares shall not be entitled in respect of their holdings of such shares to receive notice of any general meeting or to attend, speak or vote at any general meeting.

Limitations

No Deferred Share shall:

(i) be transferable at any time other than with the prior written consent of the directors and the directors shall have the right to refuse to register any transfer undertaken without their prior written consent; or
(ii) entitle its holder to receive a share certificate in respect of such shareholding, save as required by law.

Transfer and Purchase

The company may at its option and is irrevocably authorised at any time after the creation of the Deferred Shares to authorise and instruct the secretary of the company (or any other person appointed for the purpose by the directors) as agent for the holders of the Deferred Shares and, without obtaining the consent of such holders, to:

(i) transfer all of the Deferred Shares to the secretary of the company for aggregate nil consideration and to execute all documentation that such person may consider is necessary or desirable in connection with such transfer; and/or
(ii) transfer all of the Deferred Shares to the company for an aggregate payment of £0.01 in respect of the total number of Deferred Shares being transferred or purchased and to execute all documentation that such person may consider is necessary or desirable in connection with such purchase of the Deferred Shares,

in each case without obtaining the sanction of the holder or holders thereof.

Rights Attaching to Deferred Shares

The rights attached to the Deferred Shares shall not be, or deemed to be, varied or abrogated by:

(i) the creation or issue of any new shares ranking in priority to or pari passu with or subsequent to such shares;
(ii) any amendment or variation of the rights of any other class of shares of the company;
(iii) the company reducing its share capital or share premium; or
(iv) the redemption, surrender, purchase or cancellation of any share, whether a Deferred Share or otherwise,

nor by the passing by the members of the company (or any class of them) of any resolution, whether in connection with any of the foregoing or for any other purpose, and accordingly no consent thereto by the holders of the Deferred Shares, or any of them, shall be required.

143. Cancellation

The company shall have the irrevocable authority to cancel any Deferred Share without making any payment to the holder and such cancellation shall not be deemed to be a variation or abrogation of the rights attaching to such Deferred Share."

Director and Senior Manager Subscriptions

Ordinary resolutions

Resolution 6 – Authority to allot shares

THAT, subject to all the other Resolutions in this Notice of General Meeting being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company pursuant to and in accordance with section 551 of the Companies Act 2006 to allot shares and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £1,944.48 pursuant to the Director and Senior Manager Subscriptions, which authority shall be in addition to the existing authority conferred on the Company's board of directors on 16 June 2025, which shall continue in full force and effect. The authority conferred by this resolution shall expire at 8:00 a.m. on 13 April 2026 (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.

Resolution 7 – Authority to allot shares at a discount

THAT, subject to all the other Resolutions in this Notice of General Meeting being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to allot up to 194,448 new Ordinary Shares pursuant to the Director and Senior Manager Subscriptions at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price as at 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the prospectus, such authority to expire at 8:00 a.m. on 13 April 2026.

Special resolution

Resolution 8 – Disapplication of pre-emption rights

THAT, subject to all the other Resolutions in this Notice of General Meeting being duly passed, in addition to all existing authorities conferred on the Company's board of directors, the Company's board of directors be and are hereby generally and unconditionally authorised pursuant to section 571 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash, pursuant to the authority conferred by resolutions 6 and 7 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, such power to be limited to the allotment of equity securities pursuant to the authority granted by resolutions 6 and 7 up to an aggregate nominal amount of £1,944.48. This authorisation:

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(A) expires at 8:00 a.m. on 13 April 2026 (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or enter into an agreement which would, or might, require equity securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot equity securities in pursuance of such offer or agreement as if the authority hereby conferred by this resolution had not expired or been revoked or varied; and

(B) shall enable the allotment of equity securities in connection with the Director and Senior Manager Subscriptions including any limits, restrictions or arrangements which the Company's board of directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter in connection therewith.

By order of the Board

Jon Bolton
Company Secretary
10 March 2026

William Vinten Building
Easlea Road
Bury St Edmunds
England
IP32 7BY

Registered in England and Wales
Registered Number: 00227691

NOTES TO THE NOTICE OF GENERAL MEETING

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak or vote on their behalf at the meeting. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. A proxy need not be a Shareholder of the Company. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Equiniti Limited on +44 (0)371 384 2050. Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
To be valid, any proxy form or other instrument appointing a proxy must be received by post at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, no later than 10:30 a.m. on 25 March 2026 (or, in the event of any adjournment, so as to arrive no later than 48 hours, excluding non-working days, before the time appointed for the adjourned General Meeting). Alternatively, a proxy may be appointed electronically at www.shareview.co.uk by the same time and date. If you have not already registered for a Shareview Portfolio you will need your Shareholder Reference Number which can be found on your Form of Proxy. Full instructions are given on the website. If you have already registered with Equiniti's online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk using your usual user ID and password.
The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 10 below) will not prevent a Shareholder attending the General Meeting and voting in person if he/she wishes to do so. If you have appointed a proxy and then attend the General Meeting in person, your proxy appointment will automatically be terminated.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by Shareholders of the Company.
To be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Company's register of members of the Company by 6:30 p.m. on 25 March 2026, or, in the event of any adjournment, by close of business on the date which is two working days before the time of the adjourned meeting. Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
As at 6 March 2026 (being the Latest Practicable Date), the Company's issued share capital consists of 103,613,404 ordinary shares of 20 pence each, carrying one vote each. The Company held no shares in treasury as at this date. Therefore, the total number of shares with voting rights in Videndum as at the Latest Practicable Date is 103,613,404.

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Voting on the resolutions will be conducted by way of a poll and not by a show of hands. On a poll, every member shall have one vote for every ordinary share held. The Board consider that a poll is in accordance with good corporate governance since it allows the votes of all Shareholders who have submitted a proxy form to be counted.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted to be received by the issuer's agent (ID RA19) by 10:30 a.m. on 25 March 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar, Equiniti Limited. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:30 a.m. on 25 March 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Shareholder provided that they do not do so in relation to the same shares.

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In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members of the Company in respect of the joint holding (the first-named being the most senior).
Any Shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the Company's interests or the good order of the meeting that the question be answered. Please note that the meeting is being held specifically to seek approval in relation to the Capital Raising, the Debt for Equity Conversion and the Director and Senior Manager Subscriptions, so questions should relate only to the business of the meeting rather than the general business of the Company. If you have questions relating to the mechanics of the Refinancing or the meeting, you should contact the Registrar in the first instance using the details set out in note 19 below.
A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.videndum.com.
Personal data provided by Shareholders during or in respect of the General Meeting will be processed according to the Company's privacy policy, which is available on its website at www.videndum.com.
Except as provided above, Shareholders who have general queries about the General Meeting should call the Registrar's helpline on +44 (0)371 384 2050. The helpline is available from 8:30 a.m. to 5:30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that, for legal reasons, the helpline will be unable to give advice on the merits of the Capital Raising or to provide financial, investment or taxation advice. No other methods of communication will be accepted.

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AI assistant

VIDENDUM PLC — Proxy Solicitation & Information Statement 2026

4656_rns_2026-03-12_834d2eb5-b249-4d1c-af2d-0cc0e5728c3b.pdf

NOTICE TO OVERSEAS SHAREHOLDERS

NOTICE TO US SHAREHOLDERS

NOTICE TO CANADIAN INVESTORS

NOTICE TO ALL INVESTORS

NOTICE TO DISTRIBUTORS

SUMMARY

1. PRELIMINARY DISCLOSURE

2. INTRODUCTION AND WARNINGS

2.1 Details of the issuer

2.2 Details of the securities

2.3 Details of the FCA

2.4 Warnings

3. KEY INFORMATION ON THE ISSUER

3.1 Who is the issuer of the securities?

(A) Principal activity

(B) Major Shareholders

(C) Key managing directors

(D) Statutory auditor

3.2 What is the key financial information regarding the issuer?

Summary consolidated income statement data

3.3 What are the key risks that are specific to the issuer?

4. KEY INFORMATION ON THE SECURITIES

4.1 What are the main features of the securities?

4.3 What are the key risks that are specific to the securities?

5. KEY INFORMATION ON THE ADMISSION TO TRADING/PROPOSED ADMISSION TO TRADING ON A REGULATED MARKET

5.1 Under which conditions and timetable can I invest in this security?

5.2 Why is this prospectus being produced?

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PART I

RISK FACTORS

1. RISKS RELATING TO THE GROUP'S BUSINESS

1.4 The Group is dependent on its key suppliers and the loss of key suppliers or a disruption to the Group's external supply chains operated by its key suppliers could affect the Group's ability to source raw materials and key components and meet the demands of customers

1.5 The Group is dependent on its key distribution channels and channel partners and the loss of, or reduction in demand from, such key distribution channels and channel partners for Videndum’s products could materially affect the Group’s business

1.6 The Group is dependent on information technology and may be subject to information technology systems failures, network disruptions and breaches of cyber security, each of which could have material adverse effects on the Group's business, financial condition, results of operations and prospects

1.7 A cyber incident could occur and result in information theft, loss of data, data corruption, operational disruption or reputational damage and/or financial loss, each of which could have material adverse effects on the Group's business, financial condition, results of operations and prospects

1.8 A catastrophic incident at one of the Group's main facilities could result in a material interruption to production, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects

1.9 The Group depends on the recruitment and retention of qualified personnel, and its failure to attract and retain such personnel could reduce the Group's ability to deliver its strategy

1.12 The Group is subject to risks associated with the disposal and separation of non-core businesses from those retained by the Group, which may have a material adverse effect on the Group's business, financial condition, results of operations and prospects

1.17 Uninsured losses, losses in excess of insurance coverage for certain risks and unanticipated changes in insurance costs or conditions attaching to insurance could have a material adverse effect on the Group

1.18 The Group operates defined benefit and defined contribution pension schemes, and is exposed to funding risks in relation to such defined benefit and defined contribution pension schemes

1.21 Necessary licences, certificates, approvals and permits for operations may not be renewed, which could adversely affect the business, financial condition and operating or financial results of the Group

2. RISKS RELATING TO THE GROUP'S INDUSTRY

2.1 The performance of the Group's business is directly linked to general economic conditions, which may adversely affect the Group's business, financial condition, results of operations and prospects

2.2 The performance of the Group's business is directly linked to global geopolitical conditions, which may adversely affect the Group's business, financial condition, results of operations and prospects

2.3 The performance of the Group's business could be impacted by rapid changes in the content-creation industry, which may materially adversely affect its business, financial condition and results of operations

2.4 The Group is subject to changes in the cost of labour and raw materials, which could materially adversely affect its business, financial condition and results of operations

2.5 The Group's results are affected by fluctuations in currency exchange rates, which could materially adversely impact its financial performance

2.6 The seasonality of the Group's businesses and timing of major events could negatively impact the Group's operations

2.7 The Group operates in highly competitive markets, which could materially adversely affect the business, financial condition and operating or financial results of the Group

3. RISKS RELATING TO REGULATION AND LEGISLATION

3.1 Failure to comply with existing regulations, or the introduction of changes to existing laws and regulations, could have a material adverse effect on the Group's business, financial condition, results of operations and prospects

3.4 Failure to comply with employment laws and regulations, including those relating to immigration, may adversely affect the business of the Group

3.5 Risks relating to exposure to additional tax liabilities and review of Employee Retention Credit (ERC) claims may adversely affect the business of the Group

3.6 The Group is exposed to the risk of fraud and other dishonest activity, which may have a material adverse effect on the Group's businesses, results of operations, financial condition or prospects

4. RISKS RELATING TO THE CAPITAL RAISING AND THE SHARES

4.1 Most Shareholders will experience dilution in their ownership of the Company as a result of the Capital Raising and the Debt for Equity Conversion

4.2 The market price of the New Ordinary Shares could be subject to volatility

4.3 The market price for the New Ordinary Shares may decline below the Offer Price and Shareholders may not be able to sell New Ordinary Shares at a favourable price after the Refinancing

4.4 The Company's ability to pay dividends to Shareholders is currently restricted and the making of any such payments in the future is not guaranteed

4.5 It may not be possible to effect service of process upon the Company or the Directors or enforce court judgments against the Company or the Directors and the ability of Overseas Shareholders to bring actions or enforce judgments against the Company or its Directors may be limited

4.6 Overseas Shareholders may not be able to acquire New Ordinary Shares in the Capital Raising

4.7 Investors in the New Ordinary Shares may be subject to exchange rate risk

PART II

IMPORTANT NOTICES

1. GENERAL

2. NO INCORPORATION OF WEBSITES

3. FORWARD-LOOKING STATEMENTS

4. NO FORECASTS OR ESTIMATES

5. PRESENTATION OF FINANCIAL INFORMATION

Adjusted (loss)/profit before tax

Adjusted (loss)/profit after tax

Constant currency

Net Debt

7. CURRENCY PRESENTATION

8. ROUNDING

9. MARKET AND INDUSTRY INFORMATION

10. THIRD-PARTY INFORMATION

VIDENDUM PLC Proxy Solicitation & Information Statement 2026